Submission for Court Approval. As promptly as practicable after the Execution Date, Sellers shall file with the Bankruptcy Court this Agreement and such notices as may be appropriate in connection therewith. Buyer shall cooperate with Sellers in obtaining Bankruptcy Court approval of the Bidding Procedures, including providing evidence, if requested, of Buyer's ability to perform the obligations of Sellers under the Assumed Contracts.
Submission for Court Approval. (a) As promptly as practicable, but in no event later than five Business Days after the Execution Date, Sellers (other than TG Canada) shall file with the Bankruptcy Court motions and notices, as may be appropriate, and a proposed order substantially in the form of Exhibit 5.8(a) (the "Bidding Procedures Order"), seeking the approval of Section 5.8 hereof and authorizing the observance and performance of such terms by Sellers (other than TG Canada) and Buyer during the pendency of the Bankruptcy Cases. Notwithstanding anything to the contrary contained in this Agreement, to the extent the bidding procedures contained in the Bidding Procedures Order entered by the Bankruptcy Court differ from the Bidding Procedures, and such bidding procedures are agreed to by Buyer, the bidding procedures contained in the Bidding Procedures Order entered by the Bankruptcy Court shall supersede the Bidding Procedures in all respects.
(b) As promptly as practicable, but in no event later than five Business Days, after the filing of the Petitions with the Bankruptcy Court, Sellers (other than TG Canada) shall file with the Bankruptcy Court motions and notices, as may be appropriate, seeking the approval of this Agreement, Sellers' (other than TG Canada) performance hereunder, the sale of the Acquired 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 Assumed Contracts as provided in this Agreement. Buyer and TG Canada shall cooperate with Sellers (other than TG Canada) in obtaining such Bankruptcy Court approval, including providing evidence, if requested, of Buyer's ability to perform the obligations of Sellers (other than TG Canada) under the Assumed Contracts to be assumed by Buyer pursuant to Section 1.3(a).
Submission for Court Approval. (a) The Company has filed with the Bankruptcy Court and served notice of the sale of the Assets free and clear of all Adverse Interests and Retained Liabilities to the Persons set forth in Section 2.14. The notice specifies, among other things, that the Approval Order will permit the Purchaser to use and occupy the Leased Real Property in accordance with the terms of the applicable Leases during the period from the Closing Date through the later of (i) the date of assumption and assignment of such Lease or (ii) the date of completion of a going-out-of-business sale, notwithstanding any provision in the Lease to the contrary. The Company has provided Purchaser with a copy of such notice.
(b) The Company shall use its commercially reasonable efforts to obtain an Order from the Bankruptcy Court, which may be part of the Approval Order, providing that the transfer of Assets are exempt from transfer taxes, stamp taxes or similar taxes pursuant to 11 U.S.C. § 1146(c). In accordance with Section 1146(c) of the Bankruptcy Code and subject to the terms of the Approval Order, the instruments transferring the Assets to Purchaser shall contain the following endorsement: “This instrument has been authorized pursuant to an order of the United States Bankruptcy Court for the Northern District of Texas, which order provides that the transfers that are implemented through this instrument are exempt from transfer taxes, stamp taxes or similar taxes pursuant to 11 U.S.C. § 1146(c).”
(c) As promptly as practicable after the Company’s receipt of the designation of Initial Assumed Contracts, Assumed Contracts and Designated Leases in accordance with Sections 1.1(a)(ii) and 1.5 hereof, the Company shall file with the Bankruptcy Court a motion (as appropriate), notices, and proposed orders (the “Cure Order”) providing for the post-Closing assumption and assignment of the Assumed Contracts and Designated Leases, along with the fixing of any Cure Costs in respect thereto. The Amended Bid Procedures Order shall provide that any counter-party to such Assumed Contracts and Designated Leases shall have ten (10) calendar days to object to the assumption of Assumed Contracts or Designated Leases or the proposed Cure Costs in respect thereto or they shall be deemed to have consented to such assignment and Cure Costs. A hearing on the Cure Orders may be held anytime after three (3) calendar days after the objection deadline.
Submission for Court Approval. As promptly as practicable after the date hereof, Seller and Buyer shall jointly prepare and Seller shall submit (i) this Agreement and (ii) the Plan of Reorganization (which will provide, among other things, for the purchase of the Acquired Assets and the assumption of the Assumed Liabilities) and shall request entry of the Confirmation Order on or before October 1, 2004. Buyer shall cooperate with Seller in obtaining entry of the Confirmation Order, and Seller shall use its reasonable best efforts to obtain entry of the Confirmation Order and shall deliver to Buyer copies of pleadings, motions, notices, statements, schedules, applications, reports and other papers to be filed with the Bankruptcy Court relating to the process of the confirmation of the Plan of Reorganization.
Submission for Court Approval. Seller shall submit this Agreement for the approval of the Bankruptcy Court, including approval of the assumption and assignment of the Assumed Contracts and the assumption of the Assumed Liabilities, as promptly as practicable after the date hereof. Buyer shall cooperate with Seller in obtaining such Bankruptcy Court approval.
Submission for Court Approval. (a) Within seven Business Days of the date of this Agreement, the Seller shall file a motion (the "Sale Motion") with the Bankruptcy Court seeking entry of (a) at a first hearing, the First Order and (b) at a second hearing, the Final Order. The Seller shall use its best efforts to obtain the entry of First Order and obtain the entry of the Final Order, in each case, as promptly as possible subject to the schedule of the Bankruptcy Court and any order of the Bankruptcy Court related to the hearing on the First Order or the Final Order entered after the date of this Agreement. The Seller shall deliver to Purchaser copies of pleadings, motions, notices, statements, schedules, applications, reports and other papers to be filed with the Bankruptcy Court.
(b) The Seller shall provide notice of the Sale Motion to every Person required to receive notice in accordance with the notice provisions of the Bankruptcy Code and orders in the Bankruptcy Cases, including, without limitation, any applicable state taxing authority. The Seller shall advise Purchaser of any written objections filed with the Bankruptcy Court to this Agreement and timely provide Purchaser's counsel with a copy of any such written objection and any subsequent pleadings, responses, statements or other papers filed related to such objection.
Submission for Court Approval. As promptly as practicable after the date hereof, Seller shall submit to the Bankruptcy Court a motion(s) seeking (i) the Auction Order, (ii) the Sale Order authorizing (y) the sale of the Purchased Assets to Buyer pursuant to the terms and conditions of this Agreement and (z) Seller entering into the Sublease Agreement and (iii) an order of the Bankruptcy Court pursuant to Section 365(d)(4) of the Bankruptcy Code to extend the time to assume or reject the Valu-Bilt Lease to the six (6) month anniversary of the Eleventh Day.
Submission for Court Approval. (a) As promptly as practicable, but in no event later than April 10, 2001, Sellers (excluding VFCI) shall file with the Bankruptcy Court a motion, notices and a proposed order, as may be appropriate (the "Bidding Procedures Order"), seeking the approval of Section 4.16 hereof and authorizing the observance and performance of such terms by Sellers (excluding VFCI) and Purchaser during the pendency of the Bankruptcy Case.
(b) As promptly as practicable, but in no event later than April 10, 2001, Seller shall file with the Bankruptcy Court a motion, notices and a proposed Sale Order, as may be appropriate, seeking the approval of this Agreement, Sellers' performance hereunder, the sale of the Acquired Assets (excluding Acquired Assets owned by VFCI) free and clear of all liens, claims (as defined in Section 101(5) of the Bankruptcy Code) and interests (excluding Acquired Assets owned by VFCI), and the assumption and assignment of the Contracts as provided in this Agreement (excluding VFCI's interests in such Contracts). Purchaser shall reasonably cooperate with Sellers in obtaining such Bankruptcy Court approval, including providing evidence, if requested, of Purchaser's ability to perform the obligations of Sellers under the Contracts to be assumed by Purchaser pursuant to Section 1.3(b) (excluding VFCI's interests in such Contracts).
Submission for Court Approval. As promptly as practicable after the date hereof, Seller and Buyer shall jointly prepare and Seller shall submit xiv) this Agreement and xv) a motion to approve this Agreement, subject to the applicable overbid procedures, and the Order granting such motion. Buyer shall cooperate with Seller in obtaining the Order, and Seller shall use its reasonable best efforts to obtain the Order and shall deliver to Buyer copies of pleadings, motions, notices, statements, schedules, applications, reports and other papers to be filed with the Bankruptcy Court relating to the process of the confirmation of the plan of reorganization.
Submission for Court Approval. (a) The Company shall submit this Agreement for the approval of the Bankruptcy Court, including approval of the provisions set forth in Section 5.17 and assumption and assignment of the Contracts as set forth in Section 6.2(c) and 6.3(c) hereof, as promptly as practicable after the date hereof, but in no event later than five business days after the filing of the Petition. Buyer shall cooperate with the Company in obtaining such 102 103 Bankruptcy Court approval, including providing evidence, if requested, of Buyer's ability to perform the obligations of the Company and its Subsidiaries under the Contracts listed on Schedules II, IV and V hereto. In connection with its application for the First Order, the Company shall seek approval of and support the over-bid procedure set forth in Section 5.17 hereof and the Termination Payment set forth in Section 8.4 hereof.
(b) The Company will promptly deliver to Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers to be filed in the Company's Chapter 11 case relating to the Company or its Subsidiaries.
