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. The Sale Order shall, among other matters, but subject to the terms of this Agreement:
(a) approve this Agreement and the consummation of the Transaction upon the terms and subject to the conditions of this Agreement;
(b) find that, as of the Closing Date, the transactions contemplated by this Agreement effect a legal, valid, enforceable and effective sale and transfer of the Purchased Assets to Wanxiang and/or, as applicable, one or more Wanxiang Designees and shall vest Wanxiang and/or, as applicable, one or more Wanxiang Designees with title to the Purchased Assets free and clear of all Encumbrances (except for Assumed Liabilities and Permitted Encumbrances);
(c) find that the consideration provided by the Purchasers, or which Purchasers caused to be provided by one or more Wanxiang Designees, pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Purchased Assets;
(d) authorize the Sellers to assume and assign to Wanxiang and/or, as applicable, one or more Wanxiang Designees each of the Assumed Contracts and Assumed Leases, and (ii) find that, subject to the terms of the Sale Order, as of the Closing Date, the Assumed Contracts and Assumed Leases will have been duly assigned to Wanxiang and/or, as applicable, one or more Wanxiang Designees in accordance with Section 365 of the Bankruptcy Code;
(e) find that Purchasers are acquiring none of the Excluded Assets and assuming none of the Excluded Liabilities;
(f) find that the Purchasers and each Wanxiang Designee is a good-faith purchaser of the Purchased Assets pursuant to Section 363(m) of the Bankruptcy Code;
(g) authorize and direct entry by Sellers into the Ancillary Agreements and performance by the Sellers and Debtors of the terms thereof;
(h) find that neither the Purchasers nor any Affiliate of a Purchaser engaged in any conduct that would cause or permit this Agreement or the consummation of the Transaction to be avoided, or costs or damages to be imposed, under Section 363(n) of the Bankruptcy Code;
(i) order that the Assumed Contracts and Assumed Leases will be transferred to, and remain in full force and effect for the benefit of Wanxiang and/or, as applicable, one or more Wanxiang Designees, notwithstanding any provision in any such Contract or Lease or any requirement of applicable Law (including those described in Sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits, conditions, restricts or limits in any way such assignment or transf...
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. Seller shall use its best efforts to obtain entry of the Sale Order (provided Purchaser is the Successful Bidder) in form and substance acceptable to Purchaser within ten (10) Business Days after Purchaser is determined to be the Successful Bidder. Section 5.8. Cooperation with Respect to Bankruptcy Court Approvals. Purchaser shall take such actions as are reasonably requested by Seller to assist in obtaining entry by the Bankruptcy Court of the Sale Order.
The Sale Order. At the Closing, Purchaser shall deliver to the Sellers:
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. 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.
