Common use of Bankruptcy Court Filings Clause in Contracts

Bankruptcy Court Filings. (a) Within one Business Day of the Effective Date, each Seller shall file or cause to be filed a petition for relief under Chapter 11 of the Bankruptcy Code on behalf of such Seller with the Bankruptcy Court (the date of such petition, the “Petition Date”). On the Petition Date, Sellers shall file (and, within two Business Days, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to Purchaser, in the Bankruptcy Cases requesting that the Bankruptcy Court (i) enter the Bidding Procedures Order and (ii) schedule a hearing on the Sale Motion for entry of the Sale Order. Thereafter, Purchaser and Sellers shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be issued, entered and become Final Orders, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Purchaser, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

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Bankruptcy Court Filings. (a) Within one Business Day of the Effective Datedate hereof, each Seller Sellers shall file or cause to be filed a petition for relief under Chapter 11 of the Bankruptcy Code on behalf of such Seller Sellers with the Bankruptcy Court (the date of such petition, petition being the “Petition Date”). On No later than one day following the Petition Date, Sellers shall file (and, within two one Business DaysDay thereafter, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to PurchaserBuyers, in the Bankruptcy Cases Case requesting that the Bankruptcy Court (i) approve the Bidding Procedures and enter the Bidding Procedures Order and (ii) schedule a hearing on the Sale Motion for entry of the Sale Order. Thereafter, Purchaser Buyers and Sellers shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be issued, entered and become Final Orders, including furnishing affidavits, declarations or and/or other documents or information for filing with the Bankruptcy Court. Purchaser agrees Buyers agree that it they will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by PurchaserXxxxxx, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser Buyers under this Agreement and demonstrating that Purchaser is a Buyers are “good faith” purchaser purchasers under Section 363(m) of the Bankruptcy Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Timber Pharmaceuticals, Inc.)

Bankruptcy Court Filings. (a) Within one Business Day of the Effective Datedate hereof, each Seller Sellers shall file or cause to be filed a petition for relief under Chapter 11 of the Bankruptcy Code on behalf of such Seller Sellers with the Bankruptcy Court (the date of such petition, petition being the “Petition Date”). On the Petition Date, Sellers shall file (and, within two one Business DaysDay, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to PurchaserBuyer, in the Bankruptcy Cases Case requesting that the Bankruptcy Court (i) approve the Bidding Procedures and enter the Bidding Procedures Order and (ii) schedule a hearing on the Sale Motion for entry of the Sale Order. Thereafter, Purchaser Buyer and Sellers shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be issued, entered and become Final Orders, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. Purchaser Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by PurchaserBuyer, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser Buyer under this Agreement and demonstrating that Purchaser Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Bankruptcy Court Filings. (a) Within one Business Day of the Effective Datedate hereof, each Seller Sellers shall file or cause to be filed a petition for relief under Chapter 11 of the Bankruptcy Code on behalf of such Seller Sellers with the Bankruptcy Court (the date of such petition, petition being the “Petition Date”). On the Petition Date, Sellers shall file (and, within two one Business DaysDay, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to PurchaserBuyer, in the Bankruptcy Cases Case requesting that the Bankruptcy Court (i) approve the Bidding Procedures and enter the Bidding Procedures Order and (ii) schedule a hearing on the Sale Motion for entry of the Sale Order. Thereafter, Purchaser Buyer and Sellers shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be issued, entered and become Final Orders, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. Purchaser Buyer agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by PurchaserXxxxx, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser Buyer under this Agreement and demonstrating that Purchaser Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code.

Appears in 1 contract

Samples: Asset Purchase Agreement

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