Common use of Sale Order Clause in Contracts

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (ia) approve, pursuant to Sections sections 105, 363 and 365 of the Bankruptcy Code, (Ai) the execution, delivery and performance by Sellers of this Agreement, (Bii) the sale of the Purchased Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (Ciii) the performance by Sellers of their obligations under this Agreement; , (iib) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and , (iiic) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, find that Purchaser is not a successor to Sellers any Seller, and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. , (d) find that Purchaser agrees that it will promptly take such actions shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as are reasonably requested by Sellers to assist expressly set forth in obtaining Bankruptcy Court approval of the Sale Orderthis Agreement, including furnishing affidavits successor or other documents vicarious Liabilities of any kind or information for filing with the Bankruptcy Court for purposescharacter, among othersincluding any theory of antitrust, of environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (ae) demonstrating find that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing has provided adequate assurance of future performance within the meaning of (as that term is used in Section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Assigned Contracts and (f) find that Purchaser shall have no Liability for any Excluded Liabilities.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their respective obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to any Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by contain, inter alia, the following provisions: (a) finding that the notice of the Sale Hearing and the Auction was proper and sufficient under the Bankruptcy Court. The Sale Order shallCode and the Federal Rules of Bankruptcy Procedure, among other thingsthat Sellers and Purchaser entered into the Agreement in good faith, the Purchase Price and Assumed Liabilities constitute fair value in consideration for the Purchased Assets and Assumed Agreements and determining that the Purchaser is entitled to the protections afforded by section 363(m) of the Bankruptcy Code with respect to the transactions, the Purchased Assets and the Assumed Agreements; (ib) approveauthorizing Sellers to transfer to Purchaser all right, title, privilege and interest of Sellers in and to the Purchased Assets, free and clear of any Encumbrances in accordance with section 363(f) of the Bankruptcy Code, with all such Encumbrances attaching to the net proceeds of the sale; (c) authorizing Sellers to assume and sell and assign all Assumed Agreements to Purchaser pursuant to Sections 105, sections 363 and 365 of the Bankruptcy Code; (d) establishing the amounts, if any, which Sellers must pay or escrow to Cure any defaults or actual pecuniary losses under or with respect to the Assumed Agreements; and (Ae) the execution, delivery and performance by Sellers of this Agreement, (B) the sale finding that purchaser is a good faith purchaser of the Purchased Assets and entitled to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their obligations under this Agreement; (ii) authorize and empower Sellers protections afforded to assume and assign such entity pursuant to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section section 363(m) of the Bankruptcy Code, not a successor to Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. (i) The Bankruptcy Court shall have entered the Sale Order Order, which shall be entered by become a Final Order, in form and substance acceptable to Buyer, approving and authorizing the Bankruptcy Court. The Sale Order shallTransactions and finding, after an adequate record, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, that: (A) the executionAssets acquired by Buyer, delivery including the assignment of Designated Contracts, were purchased in good faith within the meaning of section 363(m) of the Bankruptcy Code and performance by Sellers that Buyer is entitled to the protections of this Agreement, such section; (B) (i) the sale of the Purchased Assets to Purchaser on and the terms set forth herein and assignment of the Designated Contracts shall be free and clear of all Encumbrances Liens, Claims and Encumbrances; and (other than Encumbrances included in ii) Buyer shall not be considered to be or treated as a successor to Seller or its Affiliates or insiders for the Assumed Liabilities and Permitted Encumbrances)purpose of asserting or assessing liability or Claim against Buyer with respect to any action, and or failure to take action, by Seller or its Affiliates or insiders; (C) Buyer's rights under this Agreement and the performance by Sellers of their Ancillary Agreements shall not be subject to the automatic stay, shall constitute expenses and obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m503(b) of the Bankruptcy Code, not a successor to Sellers and grant Purchaser the protections of Code payable under Section 363(m507(a)(i) of the Bankruptcy Code. Purchaser agrees Code (unless otherwise expressly provided herein) and that it will promptly take Buyer may exercise such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) rights without further order of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.Court;

Sale Order. The (a) Subject to Section 4.2 and Section 7.7, each of Seller and Purchaser shall take all actions as may be reasonably necessary to cause the Sale Order shall to be issued, entered by and become a Final Order, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers Seller to assist in obtaining Bankruptcy Court approval entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of (a) providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser buyer under Section section 363(m) of the Bankruptcy Code. (b) The Sale Order shall, among other things, (i) approve, pursuant to sections 105 and 363 of the Bankruptcy Code, (A) the execution, delivery and performance by the Seller of this Agreement, (B) the sale of the Note to Purchaser on the terms set forth herein and free and clear of all Liens (other than Permitted Encumbrances), and (bC) establishing adequate assurance the performance by Seller of future performance its obligations under this Agreement, (ii) find that (A) Purchaser is a “good faith” buyer within the meaning of Section 365 section 363(m) of the Bankruptcy Code and (B) Purchaser is not a successor to Seller and (iii) grant Purchaser the protections of section 363(m) of the Bankruptcy Code. (c) After entry of the Sale Order, Seller shall not take any action which is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal, voiding, modification or staying the Sale Order unless the Purchaser specifically consents to such action in writing.

Sale Order. The Sale Order shall be entered by the Bankruptcy CourtCourt on or before August 28, 2023. The Without limiting the provisions in the Sale Order, which shall be satisfactory in form and substance to the Buyer, the Sale Order shall, among other things, : (i) approve, pursuant to Sections sections 105, 363 363, and 365 of the Bankruptcy Code, (A) the execution, delivery delivery, and performance by the Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser the Buyer on the terms set forth herein and herein, free and clear of all Encumbrances (and other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances)interests, and (C) authorize the performance by the Sellers of their obligations under this Agreement, and (D) the assumption and assignment of the Assigned Contracts and establish the Cure Amounts to be paid by Sellers at Closing; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser the Buyer is a “good faith” buyer within the meaning of Section section 363(m) of the Bankruptcy Code, that the Buyer is not a successor to Sellers the Sellers, that the Buyer did not engage in any collusion and the sale and Purchase Price was not controlled by any collusion in violation of section 363(n) of the Bankruptcy Code; and (iii) grant Purchaser the Buyer the protections of Section section 363(m) of the Bankruptcy Code. Purchaser agrees that it will The Parties shall promptly take such actions as are reasonably requested by Sellers requested, necessary, or desirable to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser the Buyer is a “good faith” purchaser under Section section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy CourtCourt substantially in the form attached hereto as Exhibit C and otherwise in form and substance reasonably acceptable to Seller and the Purchaser. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers Seller of this Agreement, (B) the sale of the Purchased Assets to the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers Seller of their its respective obligations under this Agreement; (ii) authorize and empower Sellers Seller to assume and assign to the Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer Purchaser within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers the Seller and grant the Purchaser the protections of Section section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a “good faith” purchaser Purchaser under Section 363(m) of the Bankruptcy Code, Code and (b) establishing adequate assurance of future performance within the meaning of Section section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Seller shall use reasonable efforts to defend such appeal.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their respective obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to the Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers any Seller and grant the Purchaser the protections of Section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, Code and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal.

Sale Order. The Sale Order Sellers shall be entered by use their commercially reasonable efforts to obtain from the Bankruptcy CourtCourt an order (in form and content approved by Purchaser which approval shall not be unreasonably withheld by Purchaser) approving the Sale Motion (“Sale Order”) in accordance with the provisions of Section 8.2(a) hereof, and as further described below. The If Purchaser is the Prevailing Bidder, the Sale Order shall, among other things, things (i) approve, pursuant to Sections sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms and conditions set forth herein and free and clear of all Claims and Encumbrances (other than Claims and Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer purchaser within the meaning of Section 363(m) of the Bankruptcy Code, not a successor grant to Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy CodeCode and find that Purchaser is not a successor to any Seller. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist Sellers in obtaining Bankruptcy Court approval entry of the Sale Order, including live testimony, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code. The Sale Order shall provide that it shall not be subject to Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers Seller of this Agreement, (B) the sale of the Purchased Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers Seller of their its obligations under this Agreement; (ii) authorize and empower Sellers Seller to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers Seller and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (A) the execution, delivery and performance by Sellers of this Agreement, (B) the sale of the Purchased Assets to the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (C) the performance by Sellers of their respective obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to the Purchaser the Assigned Contracts; and (iii) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers any Seller and grant the Purchaser the protections of Section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, Code and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court's approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal.

Sale Order. (a) The Seller shall take all actions as may be reasonably necessary to cause the Sale Order shall to be entered by on or before the date that is one (1) Business Day after the Sale Hearing concludes and become a Final Order, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. The Buyer agrees that it will promptly take such actions as are reasonably requested by the Seller to assist in obtaining entry of the Sale Order and, if applicable, any Assigned Debtor Contract Assumption and Assignment Order, including furnishing affidavits or other documents or information to the extent required for filing with the Bankruptcy Court for the purposes, among others, of demonstrating that the Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and, with respect to any Assigned Debtor Contract Assumption and Assignment Order, adequate assurance of future performance to the extent required under section 365(b)(1)(C) of the Bankruptcy Code. (b) The Sale Order shall, among other things, (i) approve, pursuant to Sections 105, sections 105 and 363 and 365 of the Bankruptcy Code, to the extent applicable and permitted under the Bankruptcy Code and other applicable Law, (A) the execution, delivery and performance by Sellers the Seller of this Agreement, Agreement and (B) the sale of the Purchased Interests and Transferred Assets to Purchaser the Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Post-Closing Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), Transferred Liabilities) and (C) the performance by Sellers of their obligations under this Agreement; (ii) authorize and empower Sellers to assume and assign to Purchaser the Assigned Contracts; and (iii) find that Purchaser the Buyer is a “good faith” buyer within the meaning of Section section 363(m) of the Bankruptcy Code and grant the Buyer the protections of section 363(m) of the Bankruptcy Code, not a successor to Sellers and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy CourtCourt substantially in the form attached hereto as Exhibit C and otherwise in form and substance acceptable to Sellers and the Purchaser. The Sale Order shall, among other things, (ia) approve, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, (Ai) the execution, delivery and performance by Sellers of this Agreement, (Bii) the sale of the Purchased Assets to the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (Ciii) the performance by Sellers of their respective obligations under this Agreement; (iib) authorize and empower Sellers to assume and assign to the Purchaser the Assigned Contracts; and (iiic) find that Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to Sellers any Seller and grant the Purchaser the protections of Section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, Code and (b) establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal.