Debtor Sellers definition
Examples of Debtor Sellers in a sentence
In the event Buyer and Sellers cannot agree as to the allocation of the remainder of the Purchase Price among the Acquired Assets sold by the Debtor Sellers within thirty (30) days of Buyer’s delivery of the proposed allocation to Sellers, each Party shall be entitled to take its own position in any Tax return, Tax proceeding or audit with respect thereto.
Within one hundred fifty (150) calendar days after the Closing Date, Buyer shall deliver to Sellers a proposed allocation of the remainder of the Purchase Price (and relevant Assumed Liabilities) among the Acquired Assets sold by the Debtor Sellers for Sellers’ review and comment.
Subject to the approval of the Bankruptcy Court in the case of the Debtor Sellers, this Agreement, and all of the Attendant Documents to which each Seller is a party, have been (or to the extent to be entered into on or prior to the Closing, will be) duly authorized and duly and validly executed and delivered, and constitute legal, valid and binding obligations of each Seller enforceable against each Seller in accordance with their respective terms.
Subject only to the approval of the Bankruptcy Court in the case of the Debtor Sellers, this Agreement and all of the Attendant Documents to which each Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary and proper corporate or other action on the part of each Seller.
Any and all amounts owed to Buyer by Sellers hereunder or under any Ancillary Agreement after the Execution Date shall constitute allowed administrative expenses of the Debtor Sellers under sections 503(b)(1) and 507(A)(1), as applicable, of the Bankruptcy Code.
Subject only to the approval of the Bankruptcy Court in the case of the Debtor Sellers, each Seller has the corporate or other power and authority to enter into this Agreement, to enter into any and all agreements contemplated in this Agreement (the "Attendant Documents") to which it is or is intended to be a party and to consummate the transactions contemplated hereby and thereby.
Any Cure Costs in relation to any such Undisclosed Contract shall be dealt with in accordance with Section 7.2. In the event that Purchaser notifies Seller or one of the other Debtor Sellers of Purchaser’s desire to acquire any Undisclosed Contract, Seller or such other Debtor Seller, as the case may be, shall, as soon as practicable after receiving such notification, file with the Bankruptcy Court the motion(s) seeking the entry of the Undisclosed Contract Assignment Order.
Seller shall provide notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts or unexpired Leases to which a Debtor Seller is a party, and take all other actions reasonably necessary to cause such Contracts to be assumed by the applicable Debtor Sellers and assigned to the Buyer pursuant to section 365 of the Bankruptcy Code at Closing.
In the event of a breach of any of the representations, warranties, or covenants set forth in Section 6.1, or in the event any Adjustment or dispute is asserted by any Account Debtor, Sellers shall promptly advise Buyer and shall, subject to the Buyer's approval, resolve such disputes and advise Buyer of any adjustments.
On the Effective Date, the Debtor Sellers are authorized to sell, convey, assign, transfer and deliver their respective Equity Interests in SIGC One Sub, SIGC Two Sub, HFC Project Company and HGC Project Company without the need for further corporate action, and in accordance with the Alternative Transaction Purchase Agreement.