Bankruptcy Cases definition
Examples of Bankruptcy Cases in a sentence
Other than the Bankruptcy Cases and any adversary proceedings or contested motions commenced in connection therewith, there are no Actions or Orders pending, existing or, threatened in writing against any Seller, in each case, that would or would reasonably be expected to materially prevent, delay or impair such Seller’s ability to consummate the Transactions or perform its obligations under the Transaction Agreements.
TPI Parent directly or indirectly owns, beneficially and of record, all of the issued and outstanding equity interests of each Seller and each Debtor Seller Party, free and clear of all Liens (other than Permitted Liens, restrictions imposed by applicable securities Laws and the Bankruptcy Cases).
Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, no written notices of material default under any such Lease or sublease have been sent or received by such Seller within the twelve (12)-month period ending on the Agreement Date, and other than any default caused by the Bankruptcy Cases, no other material default by such Seller exists under any such material Leases, in each case, that remains uncured as of the date hereof.
All material amounts of Taxes (whether or not shown as due on such Tax Returns) due and payable by any Seller with respect to the Business or the Transferred Assets have been timely paid (taking into account permitted extensions), other than with respect to any Taxes the payment of which was precluded by reason of the Bankruptcy Cases.
Notwithstanding anything to the contrary herein, for the longer of (1) any applicable statute of limitations and (2) the period ending on the Wind-Up Date, the Sellers shall have continued access to all Transferred Books and Records to the extent required to administer the Bankruptcy Cases and the Sellers may retain copies of such Transferred Books and Records, as necessary or appropriate in connection with such purpose.