Asset Sale Order definition

Asset Sale Order means an order of the Bankruptcy Court, in form and substance satisfactory to Agent, approving the Asset Sale and distribution of proceeds to the Agent.
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Asset Sale Order means a Final Order approving the Asset Sale satisfactory to the Purchasers, which Asset Sale Order shall, among other things, (i)(a) approve this Agreement and the transactions contemplated hereby, and (b) authorize and direct the Sellers to execute and deliver such documents and take all other actions as may be necessary to consummate the transaction, (ii) provide that the Acquired Assets are being sold to Acquisition free and clear of all Liens, Claims, Orders and Indebtedness pursuant to and to the extent permitted by section 363(f) of the Bankruptcy Code except for Permitted Liens, (iii) approve the assumption and assignment to Acquisition of the Assigned Contracts, (iv) provide that the assignment of the Assigned Contracts will not be taxed under any laws imposing stamp, sales, use or other similar Taxes pursuant to Section 1146(c) of the Bankruptcy Code, (v) provide that none of the Purchasers shall be subject to any successor or vicarious liability as a result of the consummation of the transactions contemplated by this Agreement, (vi) provide that each of the Purchasers constitutes a good faith purchaser entitled to all of the protections under Section 363(m) of the Bankruptcy Code, (vii) provide that all Persons are enjoined from instituting any action or proceeding against the Purchasers or their officers, directors, employees, Affiliates and their agent, or any of their respective assets including, without limitation the Assets, with respect to any action, or failure to take action, by the Sellers or to enforce or collect any claim, cause of action, right or remedy against the Sellers or any of their Subsidiaries, except, in each case, with respect the Assumed Liabilities, and (viii) provide that the Bankruptcy Court shall retain jurisdiction to enforce the terms and conditions of the Asset Sale Order.
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Asset Sale Order means a Final Order approving the Asset
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Examples of Asset Sale Order in a sentence

  • The De Minimis Asset Sale Order authorized the Debtors to consummate smaller asset sales on forty-eight (48) hours’ notice without further order of the Court, provided that an objection was not received from any of the identified notice parties.

  • Pursuant to the De Minimis Asset Sale Order, the Debtors were able to consummate a number of transactions involving the transfer of $25,000 or less in total consideration to a single buyer or group of related buyers per location (with total sales to a single buyer or group of buyers not to exceed $125,000 in the aggregate).

  • See Section III.E.5.b. herein for further discussion of sales consummated pursuant to the De Minimis Asset Sale Order.

  • On May 27, 2015, the Court entered a separate order [Docket No. 224] (the “First Miscellaneous Asset Sale Order”) establishing procedures for the sale of miscellaneous assets at the Debtors’ former campus locations where the proposed consideration exceeded the thresholds set forth in the De Minimis Asset Sale Order.

  • Moreover, on June 29, 2015, the Court entered an order [Docket No. 488] (the “Second Miscellaneous Asset Sale Order” and together with the De Minimis Asset Sale Order and the First Miscellaneous Asset Sale Order, the “Miscellaneous Asset Sale Orders”) establishing procedures for the sale of assets located at former Zenith teach-out locations and other locations not covered by the previous orders.

  • The Debtors closed the sale under the IP Asset Sale Order on February 24, 2017 and a portion of the cash proceeds of the sale was used to repay the DIP Facility and the balance due under the Prepetition Term Secured Credit Facility.

  • Pursuant to the De Minimis Asset Sale Order, the Debtors were able to consummate a number of transactions involving the transfer of $25,000 or less in total consideration to a single buyer or group of related buyers per location (with total sales to a singlebuyer or group of buyers not to exceed $125,000 in the aggregate).

  • Pursuant to the De Minimis Asset Sale Order, the Debtors were granted authority to sell non-core assets worth up to $250,000, subject to certain notice procedures, without further Court approval.

  • Proj.2010 2011 2012 2013 2014 2015 2016 2017 2018 2019Percent of GDP unless otherwise indicatedGross financing needs28.024.826.729.0Source: Albanian Ministry of Finance; World Bank staff estimates and projections.

  • Its theory is two-pronged, structured on different substantive aspects of the Asset Sale Order.


More Definitions of Asset Sale Order

Asset Sale Order means the order approving the sale of the Acquired Assets, which Asset Sale Order shall, among other things, (i) approve this Agreement and the transactions contemplated hereby, and (ii) contain the other provisions set forth in Exhibit L hereof (it being understood that certain of such provisions must constitute findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Asset Sale Order).
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Related to Asset Sale Order

  • Sale Order means an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Buyer and Sellers approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Sellers to consummate the transactions contemplated hereby.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Approval Order means (i) an order in the form attached hereto as Exhibit 2; or (ii) in the event of a timely objection to the motion to approve the Agreement that if sustained would reduce the full Settlement Amount available to pay Asbestos-Released Claims, an order in such form agreed to in writing by the Parties, entered by the Bankruptcy Court that (a) approves this Agreement, (b) authorizes the Parties to undertake the settlement and the sale of the Subject Policies as set forth in this Agreement, and (c) provides for the Injunction.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Asset Sale means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related transactions of:

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Final Approval Order means the proposed Order Granting Final Approval to the Settlement, to be entered by the Court with terms to be agreed upon by the Parties and consistent with this Agreement.

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Asset Sale Proceeds Account means one or more deposit accounts or securities accounts holding only the proceeds of any sale or disposition of any Notes Collateral.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Asset Sales means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by any Borrower to any Person (including by means of a sale and leaseback transaction or a merger or consolidation or similar transaction and including any sale or issuance of the equity interests of any Borrower) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of any Borrower; provided, that for purposes of this definition, the term “Asset Sale” shall not include:

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Final Order means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Permitted Merger shall have the meaning set forth in Section 3.01.