Seller's Chapter 11 Bankruptcy Case Sample Clauses

Seller's Chapter 11 Bankruptcy Case a. This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court. Seller shall file a motion (the "Sale Motion") within two (2) Business Days after the date hereof to seek approval by the Bankruptcy Court of: (1) at a first hearing, the Auction and Bid Procedures attached hereto as Schedule 7.1(a)(1) and (2) at a second hearing, the sale contemplated hereby (subject only to said Auction and Bid Procedures). Seller shall use its Best Efforts to obtain the entry of the order approving the Auction and Bid Procedures in the form attached hereto as Schedule 7.1(a)(2) (the "Bid Protection Order") on or before February 28, 2003. Seller shall use its Best Efforts to obtain the entry of the Sale Order in the form attached hereto as Schedule 7.1(a)(3) on or before April 18, 2003.
Sample 1Sample 2
AutoNDA by SimpleDocs
Seller's Chapter 11 Bankruptcy Case. This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court, which approval and authorization shall be obtained prior to January 31, 2006.
Sample 1
Seller's Chapter 11 Bankruptcy Case. (a) This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court pursuant to the Bidding Procedures Order and the Approval Order, and Seller shall have no liability under this Agreement unless and until both the Bidding Procedures Order and the Approval Order are entered by the Bankruptcy Court, other than pursuant to Section 9.3, which liability Seller shall have following entry of the Bidding Procedures Order. Purchaser agrees that it will promptly take such actions as reasonably requested by Seller to assist in obtaining the Approval Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a "good faith" purchaser under section 363(m) of the Bankruptcy Code. Purchaser shall not, without the prior written consent of Seller, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Transferred Assets hereunder. In the event the Bidding Procedures Order or the Approval Order is appealed, Seller and Purchaser shall each use its commercially reasonable efforts to defend such appeal.
Sample 1
Seller's Chapter 11 Bankruptcy Case. (a) Notwithstanding any conflicting or inconsistent provisions of this Agreement, the Seller's obligations under this Agreement and the transactions contemplated hereby are subject to and contingent upon the approval and authorization of the Bankruptcy Court. On or prior to October 31, 2003 (the "Petition Date"), Seller shall commence the Bankruptcy Case. On or before November 7, 2003, Seller shall file a motion (the "Sale Motion") pursuant to sections 363 and 365 of the Bankruptcy Code seeking entry of an order approving, among other things, (i) the bidding procedures (the "Bidding Procedures") attached hereto as Exhibit 6.3(a), (ii) the Break-Up Fee, the Expense Reimbursement, and the No-Shop Provisions, (iii) scheduling an auction (the "Auction") and Sale Hearing to consider approval of the Asset Sale, and (iv) the form and manner of notice of the Sale Motion and Sale Hearing.
Sample 1
Seller's Chapter 11 Bankruptcy Case. This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court, and Sellers shall have no liability under this Agreement unless and until such approval and authorization shall be given by the Bankruptcy Court. Sellers have previously filed with the Bankruptcy Court the Sale Motion seeking entry of the Approval Order. Each of Sellers and Buyer agree that they will cooperate in promptly taking such actions as may be reasonably necessary to obtain the Approval Order, including providing notice of the sale to such additional parties as may be reasonably necessary, as well as 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 Buyer under this Agreement, including for the assumption of any Contracts or Leases, (b) demonstrating that adequate notice has been given to all necessary parties for the assumption and assignment to Buyer of any Contracts or Leases under this Agreement, (c) demonstrating that the Purchase Price under the Agreement constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code for the Transferred Assets, and (d) demonstrating that Buyer (i) is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code, (ii) has not engaged in any conduct that would cause or permit the Agreement to be avoided under Section 363(n) of the Bankruptcy Code, and (iii) is not a “successor” to any of the Sellers for purposes of any successor liability laws. Unless and until this Agreement is terminated in accordance with its terms, Buyer shall not, without the prior written consent of Sellers, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Transferred Assets hereunder. In the event the Approval Order is appealed, Sellers and Buyer shall each use their respective commercially reasonable efforts to defend such appeal, provided that Buyer and Sellers shall proceed with the Closing despite the pendency of an appeal if no stay of the Approval Order is in effect.
Sample 1
Seller's Chapter 11 Bankruptcy Case. (a) This Agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the Bankruptcy Court. Sellers shall file a motion (the "Sale Motion") within two (2) Business Days after the date hereof to seek approval by the Bankruptcy Court of: (1) at a first hearing, the Auction and Bid Procedures attached hereto as Schedule 7.1(a)(1) and (2) at a second hearing, the sale contemplated hereby (subject only to said Auction and Bid Procedures). Sellers shall use their commercially reasonable efforts to obtain the entry of the order approving the Auction and Bid Procedures in substantially the form attached hereto as Schedule 7.1(a)(2) (the "Bid Procedures Order") on or before 30 days after the date of this Agreement. Sellers shall use their commercially reasonable efforts to obtain the entry of the Sale Order in substantially the form attached hereto as Schedule 7.1(a)(3) on or before 75 days after the date of this Agreement.
Sample 1
Seller's Chapter 11 Bankruptcy Case. (a) This Agreement and the transactions contemplated hereby are subject to (i) the terms and conditions of the Procedure Approval Order, (ii) the approval and authorization of the Bankruptcy Court by the entry of the Sales Order and (iii) the applicable provisions of the Bankruptcy Code and the Bankruptcy Rules.
Sample 1
AutoNDA by SimpleDocs
Seller's Chapter 11 Bankruptcy Case. (a) As soon as practicable following the execution of this Agreement, SELLER will file the Disclosure Statement and Plan in accordance with applicable provisions of the Bankruptcy Code and shall use its commercially reasonable efforts to promptly seek approval of the Disclosure Statement, confirmation of the Plan and entry of the Confirmation Order.
Sample 1
Seller's Chapter 11 Bankruptcy Case 
Sample 1

Related to Seller's Chapter 11 Bankruptcy Case

  • Bankruptcy Court Approval (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the consent of the Agent and the Borrower.

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

  • Bankruptcy Court Matters Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.

  • Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

  • Bankruptcy Matters No party to this Agreement shall take any action to cause the Depositor or the Issuer to dissolve in whole or in part or file a voluntary petition or otherwise initiate proceedings to have the Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Depositor or the Issuer, or file a petition seeking or consenting to reorganization or relief of the Depositor or the Issuer as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Depositor or the Issuer; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Depositor or the Issuer or of all or any substantial part of the properties and assets of the Depositor or the Issuer, or cause the Issuer to make any general assignment for the benefit of creditors of the Depositor or the Issuer, or take any action in furtherance of any of the above actions.

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is approved at the Company Meeting in accordance with the terms of the Interim Order, the Company shall take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than three Business Days, after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.

  • Bankruptcy Petition Each of Seller, the Servicer, the Collateral Agent, the Managing Agents and each Committed Purchaser hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of a Conduit Purchaser, it will not institute against, or join any other Person in instituting against, such Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

  • Sale Order The Bankruptcy Court shall have entered the Sale Order and the Sale Order shall have become a Final Order.

Time is Money Join Law Insider Premium to draft better contracts faster.