Sale Order definition

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.

Sale Order means an order of the Bankruptcy Court, in form and substance satisfactory to Purchaser, approving the Agreement and consummation of the Transactions, under Sections 105, 363 and 365 of the Bankruptcy Code.

Sale Order shall be an Order of the Bankruptcy Court in form and substance acceptable to Buyer and Sellers approving this Agreement and all of the terms and conditions hereof, approving the sale and assignment to Buyer of all of the Purchased Assets (assuming Buyer is the winning bidder at the auction contemplated hereby), and approving and authorizing Sellers to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, such order shall find and provide, among other things, that (i) the Purchased Assets sold to Buyer pursuant to this Agreement shall be transferred to Buyer free and clear of all Liens (other than Liens specifically assumed or created by Buyer and Permitted Exceptions), claims (other than Assumed Liabilities), encumbrances and interests (including Liens, claims, encumbrances and interests of any Governmental Body), such Liens, claims, encumbrances and interests to attach to the proceeds of sale of the Purchased Assets; (ii) Buyer has acted in “good faith” within the meaning of Section 363(m) of the Bankruptcy Code; (iii) this Agreement was negotiated, proposed and entered into by the Parties without collusion, in good faith and from arm’s length bargaining positions; (iv) the Bankruptcy Court shall retain jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement, or the breach hereof as provided in Section 13.2 hereof; and (v) this Agreement and the transactions contemplated hereby are not subject to rejection or avoidance by any chapter 7 or chapter 11 trustee of Sellers.

Examples of Sale Order in a sentence

• The Bankruptcy Court shall have entered the Sale Order, which includes the requirements set forth in Section 5.2(e) and is in a form and substance satisfactory to Purchaser, and such Sale Order shall be a Final Order (unless such Final Order requirement is waived by the Seller and Purchaser in each of their respective sole and absolute discretions).

• The Seller shall comply (or obtain an Order from the Bankruptcy Court waiving compliance) with all requirements under the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules for the Bankruptcy Court in obtaining the entry of the Sale Order.

• Except as set forth on Schedule 3.4, the Seller Group has and will, subject to the entry of the Sale Order, transfer to Purchaser (to the fullest extent permissible under Section 363(f) of the Bankruptcy Code, as applicable) indefeasible title to the Transferred Assets (including all right, title, and interest therein), Free and Clear.

• In the event the entry of the Sale Order shall be appealed, each of the Seller and Purchaser shall use its respective commercially reasonable efforts to defend such appeal.

• EXHIBIT C Transaction Milestones July 31, 2024 - Sale Order shall have been entered by the Bankruptcy Court.

More Definitions of Sale Order

Sale Order means the order of the Bankruptcy Court in the form attached hereto as Exhibit H, including such changes thereto requested or approved by Purchaser in its sole discretion.

Sale Order means an Order substantially in the form and substance of Exhibit F attached hereto with such changes as may be approved by Purchaser in its reasonable discretion.

Sale Order has the meaning set forth in Section 5.7.1(b).

Sale Order means an Order of the Bankruptcy Court approving the Transactions, in form and substance (with respect to the provisions of such Sale Order applicable to the Acquired Assets only) reasonably acceptable to each of the Parties.

Sale Order means an order of the Bankruptcy Court, in form and substance substantially identical to the sale order attached hereto as Exhibit C, with such subsequent changes reasonably acceptable to Purchaser.

Sale Order means the written order of the County Agency, approving the sale of the Bonds and making certain determinations regarding the final terms thereof within the parameters of this Bond Resolution.

Sale Order means an Order of the Bankruptcy Court approving this Agreement and the transactions contemplated hereby (to the extent provided therein), the form of which Order is attached hereto as Exhibit B, with such changes that are in form and substance reasonably acceptable to each Buyer and Parent.