Common use of Bankruptcy Court Filings Clause in Contracts

Bankruptcy Court Filings. Sellers have filed the Sale Motion with the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the entry of the Sale Procedures Order and the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court. In the event the entry of the Sale Procedures Order or the Sale Approval Order shall be appealed, Sellers and Purchaser shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Code.

Bankruptcy Court Filings. Sellers have filed the Sale Motion with the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the (A) use commercially reasonable efforts to obtain entry of the Sale Procedures Order by February 21, 2014 and (B) use commercially reasonable efforts to obtain entry of the Sale Approval OrderOrder by March 8, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts2014. Purchaser Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy CodeOrder, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of demonstrating that Buyer is a “good faith” Buyer under Section 363(m) of the Bankruptcy Code. Sellers shall consult with Buyer and its representatives concerning any Order of the Bankruptcy Court relating to this Agreement and the Bankruptcy Cases and provide Buyer with copies of applications, pleadings, notices, proposed Orders and other documents relating to such proceedings as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court. In If any Order of the event Bankruptcy Court relating to this Agreement shall be appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or re-argument shall be filed with respect to any such Order), Sellers shall diligently defend against such appeal, petition or motion and shall use its reasonable best efforts to obtain an expedited resolution of any such appeal, petition or motion; provided, that Sellers shall consult with Buyer regarding the entry status of any such actions. Any material changes to the form of the Sale Procedures Order or the Sale Approval Order shall must be appealedapproved by Buyer. Sellers further covenant and agree that, Sellers and Purchaser shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything contained herein after the Closing, the terms of any reorganization plan submitted to the contrary, and otherwise in accordance Bankruptcy Court or any other court by or with the support of Sellers for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms and conditions set forth hereinof this Agreement, Sellers may, or in any way prevent or interfere with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval consummation or performance of the transactions contemplated herein under section 1123 of the Bankruptcy Codeby this Agreement.

Bankruptcy Court Filings. Sellers have filed the Sale Motion with the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the entry of the Sale Procedures Order and the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order Order, entry of the Assumption Order, and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy CodePurchaser, including furnishing affidavits affidavits, non-confidential financial information, confidential information subject to a reasonable form of confidentiality agreement or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of (i) providing necessary assurances of performance by Purchaser under this Agreement and the Assumed Contracts; and (ii) making Purchaser’s employees and representatives available (at reasonable times and upon reasonable prior notice) to be interviewed by Sellers’ attorneys and to testify before the Bankruptcy Court and at depositions, with respect to demonstrating adequate assurance of future performance by Purchaser under any Assumed Contract. In Promptly following execution of this Agreement, Sellers shall submit to the event Bankruptcy Court the Sale Order under certification of counsel to request entry of the Sale Procedures Order or the Sale Approval Order and Sellers shall take such actions as may be appealed, Sellers and Purchaser shall use their respective reasonable efforts appropriate to defend such appeal. Notwithstanding anything contained herein provide notice to parties to the contrary, Assumed Contracts of the proposed assumption and otherwise assignment of those Contracts pursuant to the terms of this Agreement. Purchaser agrees to accept the assignment of and assume the Assumed Contracts in accordance with the terms Assumption Order; provided, however, that Purchaser shall have the right in its sole and conditions set forth herein, Sellers may, with absolute discretion and exercisable at any time prior to the consent Bankruptcy Court’s entry of the Purchaser Assumption Order by giving written notice to the Parent and the Committee, to exclude from the Purchased Assets one or more Assumed Contracts other than the Assumed Development Agreements (in Purchaser’s sole discretion, which may not be excluded) and consistent with the Sale Procedures Order) seek Bankruptcy Court approval all such excluded Contracts shall cease to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Codebe Assumed Contracts.

Bankruptcy Court Filings. Sellers have filed As promptly as practicable following the -------------------------- execution of this Agreement, Seller shall file with the Bankruptcy Court the Sale Motion with and the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the Bidding Procedures Motion seeking entry of the Sale Procedures Order and the Sale Approval Bidding Procedures Order, including resolving any objections lodged . The Bidding Procedures Order shall expressly (i) authorize payment of the Break-Up Fee to Purchaser on the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contractsfirst Business Day following the consummation of a Competing Bid; and (ii) provide for an initial overbid amount of $400,000 and for incremental bids of $100,000 thereafter. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers Seller to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy CodeBidding Procedures Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code. Purchaser shall not, without the prior written consent of Seller, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Purchased Assets hereunder. In the event the entry of the Sale Procedures Order or the Sale Approval Bidding Procedures Order shall be appealed, Sellers Seller and Purchaser shall use their respective commercially reasonable efforts to defend such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Code.

Bankruptcy Court Filings. Within two Business Days after the Effective Date, Sellers have filed the Sale Motion will file with the Bankruptcy CourtCourt a motion seeking entry of the Bidding Procedures Order and the Sale Order, to which Sellers will attach a draft of the Bidding Procedures Order and the Sale Order. Subject to Section 7.1, Sellers shall will thereafter pursue diligently the entry of the Sale Bidding Procedures Order and the Sale Approval Order. Upon Purchaser’s request, including resolving Sellers shall promptly file within two Business Days of Purchaser’s request, any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition ContractsDesignation Rights Motion contemplated by Section 2.6(d). Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures a Designation Rights Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under of the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, including furnishing affidavits or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code. In the event that the entry of the Bidding Procedures Order, the Sale Order, or a Designation Rights Order is appealed or a stay pending appeal is sought, Sellers will oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, reargument, reconsideration or revocation). Sellers will consult with Purchaser and provide Purchaser at least 24 hours’ notice in advance of filing with the Bankruptcy Court or any appellate court any motion, brief, notice, proposed order, amendment, supplement or other pleading that Sellers propose to file in the Bankruptcy Court relating to the transactions contemplated by this Agreement. Sellers will give Purchaser reasonable advance notice of any hearings regarding the motions required to obtain the issuance of the Bidding Procedures Order Order, any Designation Rights Order, or the Sale Approval Order shall be appealed, Sellers and Purchaser shall use their respective reasonable efforts will have the right to defend attend and seek to be heard at any such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Codehearings.

Bankruptcy Court Filings. Sellers have filed Xxxxxx and Purchaser acknowledge that this Agreement and the Sale Motion with transactions contemplated by this Agreement (the “Transactions”) are subject to the approval of the Seller Bankruptcy Court and the Purchaser Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the entry of the Sale Procedures Order and the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto Seller shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court. In the event the entry of the Settlement and Sale Procedures Order (as hereinafter defined) substantially in the form attached hereto as Exhibit D-1 (together with any technical changes, any changes required by the Seller Bankruptcy Court that are reasonably acceptable to Purchaser and the Committee, and any other changes that are acceptable to Purchaser and the Committee, the “Settlement and Sale Order”) and such other relief from the Seller Bankruptcy Court as may be necessary or appropriate in connection with this Agreement and the Sale Approval Order shall be appealed, Sellers and consummation of the Transactions. Purchaser shall use their respective reasonable best efforts to defend such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent obtain entry of an order or orders of the Purchaser Bankruptcy Court approving this Agreement and the Transactions and authorizing Purchaser to consummate the Transactions substantially in the form attached hereto as Exhibit D-2 (in Purchaser’s sole discretiontogether with any technical changes, any changes required by the Purchaser Bankruptcy Court that are reasonably acceptable to Seller, and consistent with any other changes that are acceptable to Seller, the Sale Procedures “Settlement and Purchase Order”) seek and such other relief from the Purchaser Bankruptcy Court approval to proceed as may be necessary or appropriate in connection with approval this Agreement and the consummation of the transactions contemplated herein under section 1123 of Transactions at or promptly following its currently scheduled hearing before the Purchaser Bankruptcy CodeCourt on October 5, 2023, subject to Section 12(a)(iii) herein.

Bankruptcy Court Filings. Sellers have filed the Sale Motion with the Bankruptcy Court. Subject to Section 7.1, Sellers shall pursue diligently the entry of the Sale Procedures Order and the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition Contracts. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Procedures Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain a finding of adequate assurance of future performance by Purchaser, including furnishing affidavits, non-confidential financial information, confidential information subject to a reasonable form of confidentiality agreement or othe(r documents or information for filing with the Bankruptcy Court for the purposes, among others, of (i) providing necessary assurances of performance by Purchaser or its designee or designees under the Assumed Pre-Petition Contracts, this Agreement and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code; provided, including furnishing affidavits however, that Purchaser shall be under no obligation to provide or other documents deliver any additional undertakings, financial or information for filing otherwise, in connection with such a finding as required under the Bankruptcy Code; and (ii) making Purchaser’s employees and representatives available (at reasonable times and upon reasonable prior notice) to be interviewed by Sellers’ attorneys and to testify before the Bankruptcy Court and at depositions, with respect to demonstrating adequate assurance of future performance by Purchaser under any Assumed Contract. Promptly following execution of this Agreement, Sellers shall (i) file and prosecute a motion (the “Sale Motion”) (a) seeking approval of this Agreement and the transactions contemplated hereby, by way of private sale not subject to public auction or bidding, (b) providing that, in the event this Agreement is terminated pursuant to Section 13.1 (g) below and Purchaser is not in breach of any of its obligations hereunder, Sellers shall pay to Purchaser an amount equal to Purchaser’s actual and reasonable expenses incurred in connection with the transactions contemplated hereby up to Fifty Thousand Dollars ($50,000), (ii) seek to have the Sale Motion heard on an expedited basis and as soon as the Bankruptcy Court. In the event the Court will allow, and (iii) seek entry of the Sale Procedures Order or Order, and (c) to which is attached a mutually agreed upon list of the Contracts that (subject to the last paragraph of Section 2.1) shall constitute the Assumed Contracts and the related Cure Amounts, if any. Purchaser shall support the Sale Approval Order shall be appealed, Sellers and Purchaser shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything contained herein to the contrary, and otherwise in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy CodeMotion.

Bankruptcy Court Filings. (i) The Sellers have filed shall promptly seek entry of the Sale Motion with Confirmation Order and any other necessary orders to authorize the transactions contemplated in this Agreement and close the sale of the Acquired Assets (the “Related Orders”) by the Bankruptcy Court. Subject to Section 7.1, The Buyer and the Sellers shall pursue diligently understand that the entry consummation of the Sale Procedures Order and transactions contemplated by this Agreement is subject to approval by the Sale Approval Order, including resolving any objections lodged to the Sellers’ proposed Cure Amounts relating to Assumed Pre-Petition ContractsBankruptcy Court. Purchaser agrees that it The Buyer will promptly take such actions as are reasonably requested by the Sellers to assist in obtaining entry of the Sale Procedures Confirmation Order and the Sale Approval Order and all parties hereto shall use their respective reasonable best efforts to obtain any Related Orders, including a finding of adequate assurance of future performance by Purchaser or its designee or designees under the Assumed Pre-Petition ContractsBuyer, and demonstrating that each of Purchaser and such designees is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, including as by furnishing affidavits or other documents or information for filing with the Bankruptcy CourtCourt for the purposes, among others, of providing necessary assurances of performance by the Buyer under this Agreement; provided, however, that the obligations set forth in this sentence shall not expand the Buyer’s obligations set forth in Section 5.05 with respect to the matters provided therein. Provided the Sellers are not in material breach of this Agreement, the Buyer shall not, without the prior written consent of the Sellers, file, join in, or otherwise support in any manner any motion or other pleading relating to the sale of the Acquired Assets hereunder (other than the sale contemplated by this Agreement). In the event the entry of the Sale Procedures Confirmation Order or the Sale Approval Order shall be is appealed, the Sellers and Purchaser shall use their respective commercially reasonable efforts to defend such appeal. Notwithstanding anything contained herein appeal and Buyer agrees to the contrary, and otherwise use commercially reasonable efforts to cooperate with Sellers in accordance with the terms and conditions set forth herein, Sellers may, with the consent of the Purchaser (in Purchaser’s sole discretion, and consistent with the Sale Procedures Order) seek Bankruptcy Court approval to proceed with approval of the transactions contemplated herein under section 1123 of the Bankruptcy Coderespect thereof.