Submission for Bankruptcy Court Approval. (i) The Seller has given notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith).
(ii) The Parties shall consult with one another regarding pleadings which any of them intends to file with the Bankruptcy Court in connection with, or which might reasonably affect, the Sale Order. The Seller shall promptly provide the Purchaser and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that the Seller has in its possession (or receives) pertaining to the Sale Order or any other order related to any of the transactions contemplated by this Agreement, but only to the extent such papers are not publicly available on the Bankruptcy Court’s docket or otherwise made available to the Purchaser and its counsel.
(iii) The Parties shall comply in all material respects with all of their obligations under the Sale Order.
(iv) If the Bid Procedures Order, the Sale Order or any other orders of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby shall be appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to the Bid Procedures Order, the Sale Order or other such order), subject to rights otherwise arising from this Agreement, the Parties shall use their commercially reasonable efforts to prosecute such appeal, petition or motion and obtain an expedited resolution of any such appeal, petition or motion.
Submission for Bankruptcy Court Approval. As promptly as practicable after the execution of this Agreement, Seller will file with the Bankruptcy Court a motion seeking (a) entry of the Bidding Procedures Order and authorizing the observance and performance of the terms of Section 4.6(b) and the Bidding Procedures Order by Seller and Purchaser and (b) the Approval Order, including the approval of this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof if determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order. Such motion must be reasonably acceptable to Purchaser.
Submission for Bankruptcy Court Approval. (a) The Seller shall file with the Bankruptcy Court a motion, supporting papers, notices, and a proposed procedures order, substantially in the form of the order attached hereto as Exhibit C, seeking, among other things, the Bankruptcy Court's approval of the following procedures (the "Bid Procedures"):
(i) without duplication, if (A) the Buyer has not materially breached any of the provisions of this Agreement, (B) either party terminates this Agreement in accordance with Article IX hereof and (C) either (I) an order is entered by the Bankruptcy Court approving the sale of all or substantially all of the Purchased Assets to a third party who is not a Pre-Petition Secured Lender pursuant to Section 363 of the Bankruptcy Code (a "Section 363 Sale") within sixty (60) days after the date of such termination and such Section 363 Sale is later consummated or (II) a plan of reorganization involving the sale of all or substantially all of the Purchased Assets or a sale of substantially all of the capital stock of the Seller to a third party who is not a Pre-Petition Secured Lender is confirmed by the Bankruptcy Court ("Plan of Reorganization") within four (4) months after the date of such termination, and such Plan of Reorganization is later substantially consummated, then the Seller shall pay to the Buyer up to $1,500,000 in the aggregate for the Buyer's actually incurred reasonable out-of-pocket, reasonably documented expenses, in addition to a break-up fee in the amount of $1,800,000;
(ii) without duplication, if (A) the Buyer has not materially breached any of the provisions of this Agreement and (B) either party terminates this Agreement in accordance with Article IX hereof, then the Seller shall pay to the Buyer up to
$1 000,000 in the aggregate for the Buyer's actually incurred reasonable out-of-pocket, reasonably documented expenses;
(iii) to the extent that the Seller conducts an auction, any competing bid from a third party who is not a Pre-Petition Secured Lender must be submitted during and prior to the close of such auction as declared by the Seller and must be for all or substantially all of the Purchased Assets and the initial amount of any such third party bid must exceed the Purchase Price by an amount equal to $4,300,000;
(iv) any break up fee or expense reimbursement payable to the Buyer under clause (i) above shall be paid by the Seller to the Buyer within two (2) Business Days after the last event which shall have caused such break-up fee or ...
Submission for Bankruptcy Court Approval. (a) This Agreement and the sale of the Acquired Assets to the Purchaser is subject to approval of the Bankruptcy Court as provided in this Agreement. On the timetables set forth below, the Seller shall (i) file with the Bankruptcy Court one or more motions, each in form and substance reasonably satisfactory to the Purchaser, and proposed orders, each in form and substance satisfactory to the Purchaser in its sole discretion, for the purpose set forth below in this Section 5.09, (ii) notify, as required by the Bankruptcy Code and the Bankruptcy Rules, all parties entitled to notice of such motions and orders (including all relevant Taxing Authorities), as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court, and such additional parties as the Purchaser may reasonably request, and (iii) subject to the provisions of this Agreement, including the provisions of Article VIII, use commercially reasonable efforts to obtain Bankruptcy Court approval of such orders without any stay, modification, reversal or amendment adverse or unacceptable to the Purchaser or any Designee.
Submission for Bankruptcy Court Approval. (a) The "Buyer Protections" that shall be included in the Buyer Protection and Bid Procedures Order are as follows:
(i) without duplication, if (A) the Buyers have not materially breached any of the provisions of this Agreement, (B) either party terminates this Agreement in accordance with ARTICLE 8 excluding SECTIONS 8.1(A), (D), (E) and (G) and (C) any of the following occurs (I) the Sellers accept a Competing Proposal,
Submission for Bankruptcy Court Approval. On the Petition Date or as soon as practicable thereafter, the Sellers shall file (a) a motion or motions and supporting papers (including, a form of order substantially in the form and substance of the Bid Procedures Order) seeking the entry of an order by the Bankruptcy Court approving the Overbid Procedures and (b) a motion for approval of this Agreement and supporting papers (including the Approval Order) seeking entry of the Approval Order, all in a form and substance reasonably acceptable to the Buyers. The Bid Procedures Order and the Approval Order may, at the Sellers' option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to the Buyers. All parties hereto shall use their commercially reasonable efforts to have the Bankruptcy Court enter the Bid Procedures Order as soon as practicable following the filing of the motion therefor. The Sellers shall give appropriate notice under the Bankruptcy Code of the request for such relief, including such additional notice as the Bankruptcy Court shall direct, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings relating to this Agreement or the transactions contemplated hereby.
Submission for Bankruptcy Court Approval. (a) On the timetables set forth below, the Debtors shall file with the Bankruptcy Court one or more motions and proposed orders as set forth below, notify, as required by the Bankruptcy Code, the Bankruptcy Rules and the Bankruptcy Court, all parties entitled to notice of such motions and orders, and subject to the provisions of this Agreement, the Debtors shall use commercially reasonable efforts to obtain Bankruptcy Court approval of such orders. The Buyers agree to cooperate with such efforts.
(b) Bidding Procedures Order. The Debtors filed with the Bankruptcy Court one or more motions (the "Bidding Procedures Motion") requesting entry of an order (the "Bidding Procedures Order") detailing the bidding procedures for the sale of the Interests. The Bankruptcy Court entered the Bidding Procedures Order on September 26, 2003.
Submission for Bankruptcy Court Approval. (a) In connection with the transactions contemplated by this Agreement, the Seller shall, on or prior to April 26, 2002, file with the Bankruptcy Court a motion or motions (the "Motion") seeking entry of each of the following orders:
(i) Bidding Procedures Order. An order (the "Bidding Procedures Order") in the form of Schedule 6.10A, providing for the Bidding Procedures and payment of the Termination Fee as set forth in Section 9.1 hereof, which Bidding Procedures Order shall be in form and substance satisfactory to the Buyer and its counsel in their sole discretion.
Submission for Bankruptcy Court Approval. (a) On the timetables set forth below, Seller shall (i) file with the Bankruptcy Court one or more motions and proposed orders, each in form and substance reasonably satisfactory to Purchaser, for the purpose set forth below in this SECTION 5.06, (ii) notify, as required by the Bankruptcy Code and the Bankruptcy Rules, all parties entitled to notice of such motions and orders (including all relevant Taxing Authorities), as modified by orders in respect of notice which have been or may be issued at any time and from time to time by the Bankruptcy Court, and such additional parties as Purchaser may request, and (iii) subject to the provisions of this Agreement, including the provisions of ARTICLE VIII, use commercially reasonable efforts to obtain Bankruptcy Court approval of such orders without any stay, modification, reversal or amendment adverse or unacceptable to Purchaser.
Submission for Bankruptcy Court Approval. Within five
