Bankruptcy Sale Order definition

Bankruptcy Sale Order has the meaning set forth in Recital D.
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Bankruptcy Sale Order means an Order of the Bankruptcy Court in the Bankruptcy Cases, in all respects reasonably acceptable to the Parties, pursuant to Sections 105, 363, including, without limitation, Section 363(f), and 365 of the Bankruptcy Code, inter alia, (i) authorizing and approving the Free and Clear sale of the Equity Interests to Buyer on the terms and conditions set forth herein, (ii) authorizing and approving releases of liability related to the Transactions by the Debtor Releasing Parties in favor of Buyer and each Project Company, and (iii) containing findings of fact and conclusions of law that Buyer has acted in “good faith” within the meaning of Section 363(m) of the Bankruptcy Code, which order shall in any event provide that, on the Closing Date and concurrently with the Closing, the Equity Interests shall be transferred to Buyer Free and Clear. The Bankruptcy Sale Order shall be deemed reasonably acceptable to the extent that the Bankruptcy Court requires changes of a similar nature to those shown on Docket No. 2270 of the Chapter 11 Cases, provided that the Bankruptcy Sale Order does not materially alter the terms of this Agreement.
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Bankruptcy Sale Order means an Order of the Bankruptcy Court in the Bankruptcy Cases, in all respects reasonably acceptable to the Parties, pursuant to Sections 105, 363, including, without limitation, Section 363(f), and 365 of the Bankruptcy Code, inter alia,
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Examples of Bankruptcy Sale Order in a sentence

  • The Bidding Procedures and Sale Motion shall also seek entry by the Bankruptcy Court of the Bankruptcy Sale Order.

  • Companies and the Buyer shall have received full releases of all Claims with respect to the Transactions from Seller and each of the Asset Holding Companies, as well as SunE Origination1, LLC, SunE Origination Holdings, LLC, and Sun Edison LLC, each a Delaware limited liability company, which releases must be reasonably satisfactory to Buyer in all respects and may be satisfied by express provision in the Bankruptcy Sale Order.

  • The Bankruptcy Court shall have entered the Bankruptcy Sale Order, the Bankruptcy Sale Order shall be in full force and effect, and no order staying, reversing, modifying, vacating or amending the Bankruptcy Sale Order shall be in effect on the Closing Date.

  • The Bankruptcy Sale Motion shall request, among other things the entry of the Bankruptcy Sale Order on the terms set forth in Exhibit F, except as mutually agreed by the Parties.

  • Each Party shall take such actions as may be reasonably requested by the other Party to assist it in obtaining the Bankruptcy Court’s entry of the Bankruptcy Sale Order and any other order of the Bankruptcy Court reasonably necessary to consummate the Transactions.

  • Sellers shall use commercially reasonable efforts to obtain entry by the Bankruptcy Court of the Bankruptcy Sale Order within 60 days of the Execution Date.

  • In the event the entry of the Bankruptcy Sale Order shall be appealed, Buyer and Seller shall use their respective reasonable efforts to defend such appeal.

  • The Bankruptcy Sale Order shall have been entered by the Bankruptcy Court.

  • Within fifteen (15) days of entry of a Bankruptcy Sale Order, Buyer and Seller shall have entered into an escrow agreement (the “Escrow Agreement”) reasonably acceptable to both Parties, and Buyer shall have deposited an amount equal to twelve million dollars ($12,000,000) (the “Escrow Amount”) into an escrow account (the “Escrow Account”) to be established by Buyer.

  • The Orders shall have been entered and become Final Orders; provided, however, that the conditions contained in this Section 7.2(c) shall be satisfied notwithstanding the pendency of an appeal if (i) the effectiveness of the Bankruptcy Sale Order has not been stayed and (ii) the sole reason that the Bankruptcy Sale Order has no t become a Final Order is because of an appeal challenging the transaction free and clear of the liabilities described in Section 1.4(h).


More Definitions of Bankruptcy Sale Order

Bankruptcy Sale Order means the Order and Findings of Fact and Conclusions of Law Authorizing and Approving Motion of the Debtors for an Order Authorizing the Sale of Assets and Assumption and Assignment of Executory Contracts and Leases to Xxxxx Xxxxx International, Inc. free and clear of all Liens, Claims, Encumbrances and Interests, which was entered by the Bankruptcy Court on February 10, 2005 in the Chapter 11 Cases.
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Bankruptcy Sale Order means the Bankruptcy Court's order or orders approving the transactions set forth in this Agreement substantially in the form to be attached hereto as Annex B after the preparation thereof and approval thereof by the parties in their respective business judgment, which shall provide, among other things, that (i) other than the USA Assumed Liabilities, the sale of the USA Acquired Assets shall be free and clear of any and all liens, claims, or interests as permitted pursuant to Bankruptcy Code § 363(f), (ii) the sale of the USA Acquired Assets qualifies as a "good faith" sale within the meaning of Bankruptcy Code § 363(m) and (iii) Seller is authorized to enter into and consummate the Designation Rights Agreement and the transactions contemplated thereby.
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Bankruptcy Sale Order has the meaning set forth in Recital D. “Bradford Supermarket” has the meaning set forth in Recital B. “Breach” means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.
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Related to Bankruptcy Sale Order

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

  • Bankruptcy Proceeding means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

  • Bankruptcy Order means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution, "concordate" or reorganization, or appointing a Custodian of a debtor or of all or any substantial part of a debtor's property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

  • Bankruptcy Proceedings has the meaning set forth in clause (b) of paragraph 9 hereof.

  • Bankruptcy Court has the meaning set forth in the Recitals.

  • U.S. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York.

  • Bankruptcy Plan has the meaning specified in Section 10.06(g)(iv).

  • Bankruptcy Party has the meaning assigned in Section 9.7.

  • Bankruptcy Cases has the meaning set forth in the Recitals.

  • Chapter 11 means Chapter 11 of the Bankruptcy Code.

  • Bankruptcy Case has the meaning assigned to such term in Section 2.05(b).

  • Approval Order means an order entered by the Bankruptcy Court, pursuant to Sections 363 and 365 of the Bankruptcy Code, authorizing and approving, among other things, (a) the sale of the Purchased Assets (b) the assumption of the Assumed Liabilities by Purchaser and (c) the assumption and assignment of the Purchased Contracts, in accordance with the terms and conditions of this Agreement, which will be in a form and substance reasonably acceptable to the Parties.

  • Chapter 11 Case has the meaning set forth in the Recitals.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • Bankruptcy Code means the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated thereto.

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • 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.

  • Bankruptcy Action shall have the meaning assigned to such term in Section 4.5(a).

  • Court Order means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal and any award in any arbitration proceeding.

  • Chapter 11 Cases means (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all the Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court.

  • Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

  • U.S. Bankruptcy Code means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

  • Preliminary Approval Order means the proposed Order Granting Preliminary Approval of Class Action Settlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of Settlement, which, subject to the approval of the Court, shall be substantially in the form attached hereto as Exhibit A.

  • Bankruptcy means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

  • Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

  • Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure.