Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.
Bankruptcy Court Approval. This Agreement is subject to the approval of the Bankruptcy Court. As such, this Agreement, including the respective releases and the transfers provided for in this Agreement, and all of the other terms, shall be of no force and effect and shall not give rise to any obligations on the part of any of the Parties hereto, until the Bankruptcy Court has approved this Agreement and entered an appropriate order or orders (an "Approval Order") in the Cases approving and effecting this Agreement, including, but not limited to, the releases and transfers required by this Agreement. The approval by the Bankruptcy Court of this Agreement may be requested in conjunction with the confirmation of the Plan so that the Approval Order is the Confirmation Order, provided however, in the event that the effective date of the Plan (the "Plan Effective Date") will not or is not anticipated to be the date that is 11 days after the confirmation hearing, unless the Parties agree in writing to a different date, then the Debtors shall request that the Bankruptcy Court also enter a separate Approval Order (the "Release and Injunction Order"), which may become a Final Order irrespective of the Confirmation Order, at the hearing on the confirmation of the Plan. Any Approval Order, including any Confirmation Order, (i) shall be in form and substance acceptable to KPN, with respect to the provisions in such Approval Order that impact this Agreement and/or the KPN Entities, the Debtors, and KPN; (ii) shall approve this Agreement; (iii) shall provide for the releases contained in Paragraphs 6 through 9 of this Agreement; (iv) shall provide for the injunction in Paragraph 9 of this Agreement; and (v) shall provide for the transfers contained in Paragraph 11 and Paragraph 12 of this Agreement. In the event that both a Confirmation Order and a Release and Injunction Order are submitted to the Bankruptcy Court for entry, both such Approval Orders shall provide for the releases and injunctions contained in this Agreement. The first Approval Order shall provide, and the Parties agree, that upon its entry by the Bankruptcy Court, the Debtors' First Adversary, the Debtors’ Second Adversary, and the Trade Creditor Preference Adversaries shall be dismissed with prejudice and the respective releases shall become effective, and the Parties further agree that they will take all steps necessary or appropriate to effect such dismissal with prejudice and release. The Parties shall cooperate in good faith ...
Bankruptcy Court Approval. The Bankruptcy Court shall have entered the Sale Order, in form and substance reasonably satisfactory to Buyer, and the implementation, operation or effect of such order shall not be stayed or any stay entered shall have been dissolved.
Bankruptcy Court Approval. The Sale Order shall have been entered by the Bankruptcy Court.
Bankruptcy Court Approval. The Bankruptcy Court shall have approved this Amendment pursuant to an order in form and substance satisfactory to the Administrative Agent.
Bankruptcy Court Approval. This Agreement is subject to approval by the Bankruptcy Court.
Bankruptcy Court Approval. On March 22, 2006, the Company filed a voluntary petition for reorganization under chapter 11 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). The Company’s case is No. 00-00000-00 (the “Bankruptcy Case”). The parties acknowledge that this Agreement shall not be effective unless and until approved by the Bankruptcy Court. For purposes of this Agreement, the term “Effective Date” means the date on which the Company receives Bankruptcy Court approval of this Agreement.
Bankruptcy Court Approval. The Confirmation Order shall have been entered by the Bankruptcy Court, shall be a Final Order and shall be in full force and effect, and the Plan shall be effective in accordance with its terms.
Bankruptcy Court Approval. The obligations of Seller under this Agreement are subject to approval of the Bankruptcy Court.
Bankruptcy Court Approval. This Agreement will not be effective until the Agreement or a form of its terms have been approved by the Bankruptcy Court having jurisdiction over the Company's petition for reorganization.
