The Sale Order Sample Clauses
The Sale Order. The Sale Order shall, among other things, (a) approve and direct, pursuant to sections 105, 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances expressly included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement; (b) authorize, empower and direct Sellers to assume and assign to Purchaser the Assigned Contracts; (c) 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 any Seller, and grant Purchaser the protections of section 363(m) of the Bankruptcy Code; (d) find that Purchaser 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 expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuity; (e) find that Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Assigned Contracts; (f) find that Purchaser shall have no Liability for any Excluded Liability; and (g) find that there was no violation of section 363(n) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Company 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 (x) demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.
The Sale Order. A copy of the Sale Order, certified by a Responsible Officer as being a true and complete copy.
The Sale Order. The Sale Order (a) shall have been entered by the Bankruptcy Court, (b) shall be in full force and effect, and (c) shall not have been reversed, stayed, modified or amended. No appeals shall have been filed within the time period specified by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure or, in the event a timely appeal has been filed, the effectiveness of the Sale Order shall not have been stayed in accordance with Rule 8005 of the Federal Rules of Bankruptcy Procedure, and CAR Acquisition Company LLC shall not have exercised its termination right under Section 7.16(viii)(3) of the Acquisition Agreement within 20 days from the date such appeal is filed.
The Sale Order. This Agreement is subject to approval by the Bankruptcy Court. Seller shall use its best efforts to cause the Bankruptcy Court to enter a Sale Order which contains, among other provisions requested by Purchaser, the following provisions (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Sale Order):
(a) the sale of the Purchased Assets by Seller to Purchaser (A) is or will be legal, valid and effective transfers of the Purchased Assets; (B) vest or will vest Purchaser with all right, title and interest of such Seller to the Purchased Assets free and clear of all Liens, Claims, Interests and Encumbrances (other than Liens created by Purchaser); and (C) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code and the laws of the states in which Seller is incorporated and any other applicable non-bankruptcy laws;
(b) [Intentionally omitted];
(c) all Persons are enjoined from taking any actions against Purchaser or any Affiliates of Purchaser (as they existed immediately prior to the Closing) to recover any claim which such Person has solely against a Seller or its Affiliates;
(d) the provisions of the Sale Order are non-severable and mutually dependent;
(e) provide that Purchaser will not have any successor or transferee liability for liabilities (including with respect to Taxes) of Seller or any subsidiary of Seller (whether under federal or state law or otherwise) as a result of or attributable to the sale of the Purchased Assets;
(f) Purchaser has acted in good faith within the meaning of Section 363(m) of the Bankruptcy Code, the transactions contemplated by this Agreement are undertaken by Purchaser and Seller at arm’s length, without collusion and in good faith within the meaning of Section 363(m) of the Bankruptcy Code, and such parties are entitled to the protections of Section 363(m) of the Bankruptcy Code;
(g) all Purchased Contracts shall be assigned by Seller and assumed by Purchaser pursuant to Section 365 of the Bankruptcy Code;
(h) the Bankruptcy Court retains exclusive jurisdiction to interpret and enforce the provisions of this Agreement, the Bidding Procedures Order and the Sale Order in all respects; provided, however, that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this clause or i...
The Sale Order and the Assignment Order shall have become a Final Order (as defined in this paragraph); provided, however, that this condition may be waived in writing by the parties. “Final Order” shall mean an order or judgment of the Bankruptcy Court (a) which is not the subject of a pending appeal, petition for certiorari, or other proceeding for review, rehearing or reargument accompanied by a stay of the transactions contemplated hereby, (b) which has not been reversed, stayed, modified, or amended and (c) respecting which the time to appeal from or petition for certiorari or to seek review, rehearing or reargument of such order shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Bankruptcy Rules and other applicable law, and there shall not be in effect any preliminary or permanent injunction, stay or order, or decree or ruling, by a court of competent jurisdiction or by a governmental regulatory or administrative agency preventing performance of the transactions contemplated by this Agreement.
The Sale Order. On May 3, 2001 the substantive terms of this Supplemental Agreement were read into the record in the Case and approved pursuant to the provisions of paragraphs 37 and 38 of the Bankruptcy Court's Order entered of even date in the Case (the "Sale Order").
The Sale Order. Unless otherwise specifically agreed, the parties acknowledge that the pre-printed provisions on the reverse side of any quotation, order, acknowledgement or invoice will be deemed deleted and of no effect whatsoever.
The Sale Order. The Sale Order shall have been signed and entered by the Bankruptcy Court and the Agent shall have received a certified copy of the same and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the consent of the Agent and the Required Lenders. The Sale Order shall provide that, upon payment to the Sellers of the consideration specified in the Acquisition Agreement, good and marketable title to the Acquisition Assets shall be transferred to the Loan Parties free and clear of all Liens, except the Liens constituting "Permitted Exceptions" (as defined in the Acquisition Agreement), and shall otherwise be in form and substance satisfactory to the Agent and the Required Lenders. The Sale Order shall have been entered by the Bankruptcy Court and (x) no appeals shall have been filed within the time period specified by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure, (y) in the event a timely appeal has been filed, the effectiveness of such order has not been stayed in accordance with Rule 8005 of the Federal Rules of Bankruptcy Procedure or (z) in the event such order was stayed pending appeal, such stay has been terminated by a subsequent court order.
The Sale Order. The terms of the Sale Order control, however, by way of summary, the terms of the Sale Order provides, among other things, that
i) All preferred shares in the Asset shall be cancelled;
ii) All common and preferred share conversion rights of any kind including, without limitation, warrants, options and convertible bonds shall be cancelled and extinguished;
iii) All issued and outstanding common shares of Elgin Technologies, Inc., to the new management of Elgin Technologies, Inc., shall be cancelled, with Purchaser authorized to issue new shares and appoint new management of Elgin Technologies, Inc. The new management of Elgin Technologies, Inc., shall not impact or otherwise effect Elgin Technologies, Inc., debtor in possession, in its liquidating Chapter 11 bankruptcy and any rights of common or preferred shareholders of Elgin Technologies, Inc., debtor in possession or debtor, as such existed under the United States Bankruptcy Code prior to the entry of an order approving the purchase of the Asset, whether to a vote or distribution under a plan of reorganization or otherwise, shall continue only as to Elgin Technologies, Inc., debtor in possession or debtor.
iv) The existing Board of Directors of Elgin Technologies, Inc. shall be terminated;
v) Purchaser shall be authorized to re-domicile Elgin Technologies, Inc. to the State of Nevada;
vi) The Purchaser shall be authorized to appoint a new Board of Directors within 30 days of entry of the order approving the subject sale;
vii) The Purchaser is authorized to retain a new stock transfer agent for Elgin Technologies, Inc., or in the event the existing transfer agent is still in business, to retain the existing transfer agent;
viii) The Purchaser shall be permitted to amend the Articles of Incorporation of Elgin Technologies, Inc., to conform to the terms set forth herein and in the order approving the sale;
ix) The Court shall order that, as a condition of closing, Elgin Technologies, Inc. shall deliver all of its corporate books and records to Purchaser;
x) The sale of the Asset shall be free and clear of any and all public and private liens, interests, judgments, obligations and encumbrances;
xi) The Court made specific findings of fact consistent with11 U.S.C. § 363, general motions and the terms outlined above, including, without limitation, that the Purchase is a good faith purchaser entitled to the protections of 11 U.S.C. §363(m).
ARTICLE 4 OVER-BID; BREAK-UP FEE
The Sale Order. At the Closing, Purchaser shall deliver to the Sellers: