Sale Hearing. The Sale Hearing will be held before the Xxxxxxxxx Xxxxxx X. Drain on March 22, 2007 at 10:00 a.m. (prevailing Eastern time) at the United States Bankruptcy Court for the Southern District of New York, located at Xxx Xxxxxxx Xxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, but may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Hearing. If Seller does not receive any Qualified Bids (other than the Qualified Bid of the Purchaser), Seller will report the same to the Bankruptcy Court at the Sale Hearing and will proceed with a sale of the Acquired Assets to the Purchaser following entry of the Sale Order. If Seller does receive additional Qualified Bids, then, at the Sale Hearing, Seller shall seek approval of the Successful Bid(s), as well as the second highest or best Qualified Bid(s) (the "Alternate Bid(s)" and such bidder(s), the "Alternate Bidder(s)"). Seller's presentation to the Bankruptcy Court of the Successful Bid(s) and Alternate Bid(s) shall not constitute Seller's acceptance of either or any such bid(s), which acceptance shall only occur upon approval of such bid(s) by the Bankruptcy Court at the Sale Hearing. Following approval of the sale to the Successful Bidder(s), if the Successful Bidder(s) fail(s) to consummate the sale because of: (i) failure of a condition precedent beyond the control of either Seller or the Successful Bidder; or (ii) a breach or failure to perform on the part of such Successful Bidder(s), then the Alternate Bid(s) shall be deemed to be the Successful Bid(s) and Seller shall effectuate a sale to the Alternate Bidder(s) without further order of the Bankruptcy Court.
Sale Hearing. Within three days after execution of this Agreement by all parties, Sellers shall file with the Court a motion to approve this Agreement and the Transactions pursuant to Section 363 and 365 of the Bankruptcy Code, and shall request an immediate hearing relative to entry of the Interim Order. In addition to approving the Buyer Protection Provisions, the Interim Order shall establish a timetable and mechanism for the submission of competing bids by other prospective purchasers of the Acquired Assets.
Sale Hearing. 32 Section 8.4. Non-Solicitation.........................................................32 ARTICLE X MISCELLANEOUS............................................................................33
Sale Hearing. On or before August 12, 2022, at 10:00 a.m. ET, the Bankruptcy Court shall hold the Sale Hearing.
Sale Hearing. The Sale Hearing will be conducted by the Court on April 17, 2023 at 10:00 a.m. (prevailing Eastern Time) and may be adjourned or rescheduled, in consultation with the Consultation Parties, by an announcement of the adjourned date at the Sale Hearing or by the filing of a hearing agenda. At the Sale Hearing, the Debtors will seek Court approval of the Successful Bid(s) and the Backup Bid(s). Unless the Court orders otherwise, the Sale Hearing will be an evidentiary hearing on matters relating to the Sale and there will be no further bidding at the Sale Hearing. In the event that the Successful Bidder(s) cannot or refuses to consummate the Sale because of the breach or failure on the part of the Successful Bidder(s), the Backup Bidder(s) will be deemed the new Successful Bidder(s) and the Debtors will be authorized, but not required, to close with the Backup Bidder on the Backup Bid without further order of the Court. The Debtors will sell the Assets or Reorganized Equity, as applicable, to the Successful Bidder(s) only upon the approval of its Successful Bid by the Court after the Sale Hearing. The Debtors’ presentation of a particular Qualified Bid to the Court for approval does not constitute the Debtors’ acceptance of the Bid. The Debtors will be deemed to have accepted a bid only when the bid has been approved by the Court at the Sale Hearing. Unless otherwise agreed by the Debtors, the DIP Agent, and the Prepetition Agent, all conditions to closing of the Sale Transaction, other than regulatory approval by the Federal Communications Commission (“FCC”), shall have been satisfied on or before the day that is 15 calendar days after entry of the Sale Order, and FCC approval shall have been received on or before the day that is 90 calendar days after entry of the Sale Order. Parties to the Chapter 11 Cases may file (a) objections to the Sale of Assets or Reorganized Equity, as applicable, to the Successful Bidder(s) and/or a Backup Bidder, as applicable, any of the relief requested in the Bidding Procedures Motion, and entry of the Sale Order (each, a “Sale Objection”), (b) objections to the conduct of the Auction (each, an “Auction Objection”), or (c) objections relating to the identity of the Successful Bidder(s) (other than with respect to executory contracts or unexpired leases) (each, a “Buyer-Related Objection”). All such objections must (a) be in writing and specify the nature of such objection, (b) comply with the Bankruptcy Code, the Bankruptcy Ru...
Sale Hearing. The Debtors will seek entry of an order from the Bankruptcy Court at a hearing (the “Sale Hearing”) to begin on or before February 27, 2012, at 2.00 p.m (prevailing Eastern Time), to approve and authorize the sale transaction to the Successful Bidder on terms and conditions determined in accordance with the Bid Procedures. NXP MANUFACTURING SERVICES AGREEMENT TERM SHEET
A. Parties • Entropic Communications, Inc. and one or more affiliated entities (“Entropic”) • NXP Semiconductors Netherlands, B.V. (“NXP”)
B. Manufacturing Services NXP will initially continue to provide full turnkey Manufacturing Services for all STB products. Subject to the minimum volume commitments described below, Entropic may elect to develop second sources of supply or transition products entirely to alternate suppliers. It is anticipated that, over the first 12 months of the agreement, certain STB products (primarily recent products developed since February 2010) will be transitioned entirely to alternate suppliers while other STB products (primarily the legacy products developed prior to February 2010) will continue to be manufactured primarily or entirely by NXP for the life of such products. It is understood that NXP can only provide turnkey manufacturing services, when it either produces the associated wafers in its own facilities (in a minority of cases) or buys the wafers from external foundries (in the vast majority of cases) on behalf of Entropic.
C. Purchasing & Supply Chain Services Concurrently with this agreement, NXP and Entropic will enter into a 12 month transition services agreement (“TSA”). If certain purchasing, supply chain or quality assurance services (such as failure analysis) will be required in connection with legacy products that continue to be manufactured by NXP after 12 months, such services may be part of the MSA rather than the TSA. Additional services and areas where NXP will cooperate with Entropic shall be specified in the MSA or an applicable TSA, and will include working collaboratively to identify and resolve root causes of manufacturing issues, improve yields, improve product quality and reduce manufacturing times. NXP shall render Purchasing and Supply Chain Services purely as “middleman” for the economic benefit and risk, and at the direction, of Entropic. The risks of the quality of the performance or the non-performance by any Third Party Provider is assumed by Entropic. Entropic shall hold NXP harmless with respect to the quality of the perf...
Sale Hearing. The Receiver shall, within five (5) business days of the conclusion of the Auction, serve a notice of application (the “Sale Hearing”) to approve the sale of the Purchased Assets to the Successful Bidder. The Sale Hearing shall be conducted by the Court as soon as possible thereafter at 000 Xxxxxx xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx. Following the approval of the sale to the Successful Bidder at the Sale Hearing, if such Successful Bidder fails to consummate the sale in accordance with the terms and conditions of the purchase agreement of the Successful Bidder within five (5) business days of the Sales Hearing, the Receiver shall be authorized, but not required, to deem the Back-Up Bid (if any), as disclosed at the Sale Hearing, the Successful Bid and the Receiver shall be authorized, but not required, to consummate the sale with the Back-Up Bidder, subject to approval by the Court, which approval may be sought by the Receiver on a conditional basis at the Sale Hearing, at the Receiver’s discretion.
Sale Hearing. Sellers shall have obtained the Procedures Order from the Bankruptcy Court by no later than January 22, 2002 scheduling the Sale Hearing to occur by no later than March 6, 2002 and scheduling the Auction to occur not more than two Business Days before the Sale Hearing.
Sale Hearing. The Prevailing Bid (or if no Qualifying Bid other than that of Purchaser is received, the offer made by Purchaser) will be subject to approval by the Bankruptcy Court. The Sale Hearing (as defined herein) shall be held not later than September 30, 2004 and may be adjourned from time to time without further notice to creditors or parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing.
Sale Hearing. The Sale Hearing to consider the relief requested in the Sale Motion and to consider whether to approve the Final Accepted Offer (the "Sale Hearing") shall be held before the Bankruptcy Court on December 11, 2003 at 2:30 p.m. Central Time, or at such other time as the Bankruptcy Court may determine.
