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) Seller and Buyer shall consult with one another regarding pleadings which either of them intends to file, or positions either of them intends to take before the Bankruptcy Court in connection with, or which might reasonably affect the Bankruptcy Court’s approval of, the Sale Order. Seller shall provide drafts of any and all pleadings relating to the Sale Order to Buyer sufficiently in advance of filing to provide Buyer reasonable opportunity to comment and consent. Further, such pleadings and the Sale Order shall be in a form acceptable to Buyer upon filing, including without limitation, maintaining Schedule 1.1(a)(i) and Schedule 7.13 under seal. Seller shall promptly provide Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that Seller has in its possession pertaining to the motion for approval of the Sale Order or any other order related to any of the transactions contemplated by this Agreement.
(b) If 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 Sale Order or other such order), subject to rights otherwise arising from this Agreement, Seller and Buyer shall cooperate in taking such steps to prosecute diligently such appeal, petition or motion and Seller and Buyer shall use their commercially reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion.
Submission for Bankruptcy Court Approval. (a) On November 27, 2001, Sellers filed the Bidding Procedures Order with the Bankruptcy Court seeking approval and authorization of the observance and performance of such terms by Sellers and Purchaser during the pendency of the Bankruptcy Case. Sellers shall use best efforts to obtain Bankruptcy Court approval of the Bidding Procedures Order on or before December 10, 2001, but in no event later than December 14, 2001.
(b) As promptly as practicable, but in no event later than December 19, 2001, Seller shall file with the Bankruptcy Court a motion, notices and a proposed order (the "SALE ORDER"), each in a form and substance reasonably satisfactory to Purchaser, seeking approval under Sections 105, 363, 364 and 365 of the Bankruptcy Code of this Agreement, Seller's and its Subsidiaries' performance hereunder, the sale of the Purchased Assets free and clear of all Liens, claims (as defined in Section 101(5) of the Bankruptcy Code) and interests, and the assumption and assignment of the Assigned Contracts as provided in this Agreement. Purchaser shall cooperate with Seller in obtaining such Bankruptcy Court approval and Seller shall use its reasonable best efforts to obtain such Bankruptcy Court approval.
Submission for Bankruptcy Court Approval. Within five
Submission for Bankruptcy Court Approval. (a) As set forth on the record of the hearing held before the Bankruptcy Court on January 20, 2005, the Sellers shall serve, in accordance with the Bankruptcy Court’s instructions, a notice of the hearing and/or the proposed Sale Order on all interested parties, including on all Taxing Authorities that have jurisdiction over the Business, all governmental agencies having jurisdiction over the Business with respect to environmental and other laws, the attorneys general of all states in which the Business is located and all parties to executory contracts and unexpired leases held by Mxxxxx U.S.
(b) The Buyers and Sellers shall cooperate with filing and prosecuting the Sale Motion and obtaining entry of the Sale Order, and Sellers shall use their best efforts to provide Buyers with copies of all material proposed pleadings, motions, orders and notices prepared by or on behalf of the Sellers relating to the Business or this Agreement at least two (2) Business Days prior to the filing thereof in Mxxxxx U.S.’s bankruptcy case so as to allow Buyers to provide reasonable comments for incorporation into same. With respect to the Assumed Contracts, Bxxxxx U.S. shall cooperate with the Sellers to provide adequate assurance of future performance as required by section 365 of the Bankruptcy Code.
(c) The rights of the Buyers to the Buyer Protection Fees shall all survive rejection or breach of this Agreement, and shall be unaffected thereby.
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) 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,
