Common use of Bankruptcy Court Orders Clause in Contracts

Bankruptcy Court Orders. The Bankruptcy Court shall have entered orders in the forms set forth in Section 7.1(e) of the Company Disclosure Letter, as each may be amended, modified or supplemented with the prior written consent of Sponsor (the “Bankruptcy Court Orders”), authorizing and approving the entry by SunEdison and any other Debtor party thereto into (i) the Settlement Agreement and (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case to Sponsor, the Company, this Agreement and the transactions contemplated herein or in the Ancillary Agreements. The Bankruptcy Court Orders shall be in full force and effect and shall be Final Orders. “Final Order” means an order or judgment of the Bankruptcy Court entered by the clerk of the Bankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or (iii) if a stay of such order or judgment has been granted, then (x) the stay shall have been dissolved or (y) such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause such order not to be a Final Order.

Bankruptcy Court Orders. The Bankruptcy Court shall have entered orders in the forms set forth in Section 7.1(e) of the Company Disclosure Letter, as each may be amended, modified or supplemented with the prior written consent of Sponsor (the “Bankruptcy Court Orders”), authorizing and approving the entry by SunEdison and any other Debtor party thereto into (i) the Settlement Agreement and (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement The Interim Financing Order shall cease to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case to Sponsor, the Company, this Agreement and the transactions contemplated herein or in the Ancillary Agreements. The Bankruptcy Court Orders shall be in full force and effect and the Permanent Financing Order shall be Final Orders. “Final Order” means an order not have been entered prior to such cessation, or judgment of (ii) the Bankruptcy Court Permanent Financing Order shall not have been entered by the clerk of the Bankruptcy Court on or before October 5, 1997 or (iii) the docket Permanent Financing Order shall fail to contain findings, binding on all parties in interest (including any statutorily appointed committees) that (x) all Prepetition Obligations are valid and enforceable against the Borrowers, (y) all Liens granted by the Borrowers to secure the Prepetition Obligations are valid, enforceable and fully perfected, and (z) the liquidation value of the Collateral that was pledged to secure the Prepetition Obligations exceeds the outstanding amount of the Prepetition Obligations and that, upon the granting of the Replacement Liens (as defined in the SunEdison Bankruptcy CaseInterim Financing Order) the liquidation value of the collateral securing the Prepetition Obligations exceeds the aggregate amount of the sum of the Prepetition Obligations plus the aggregate amount of all additional credit made available to Borrowers under this Credit Agreement (including Collateral pledged to secure both Prepetition Obligations and Postpetition Obligations) exceeds the aggregate amount of the Commitments; or (iv) from and after the date of entry thereof, which has not been modifiedthe Permanent Financing Order shall cease to be in full force and effect, or (v) any Borrower shall fail to comply with the terms of the Interim Financing Order or the Permanent Financing Order in any material respect, or (vi) the Interim Financing Order or the Permanent Financing Order shall be amended, supplemented, stayed, reversed, vacated or stayed and as to which otherwise modified (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or (iii) if a stay of such order or judgment has been granted, then (x) the stay shall have been dissolved or (y) such order or judgment any of the Bankruptcy Court Borrowers shall have been affirmed by the highest court apply for authority to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause such order not to be a Final Orderdo so).

Bankruptcy Court Orders. The (a) As of the Closing, the sale of the Assets from Seller to Buyer pursuant to this Agreement shall have been approved by the Bankruptcy Court pursuant to section 363 of the Bankruptcy Code and any motions filed and any orders approving such sale shall have entered orders been in form and substance reasonably satisfactory to Buyer and Seller and shall have contained, inter alia, the forms provisions set forth in Section 7.1(e) of the Company Disclosure Letter, as each may be amended, modified or supplemented with the prior written consent of Sponsor below (the “Bankruptcy Court Orders”"Approval Order"), authorizing . The Approval Order shall have been entered and approving the entry no stay of any nature imposed by SunEdison and any other Debtor party thereto into (i) the Settlement Agreement and (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent court of Sponsor shall not be required competent jurisdiction with respect to amendments, modifications or supplements to the forms Approval Order shall be pending as of the Bankruptcy Court Orders that are (x) immaterial Closing. The Approval Order, which must be reasonably satisfactory in form and (y) not adversesubstance to Buyer, in each case shall authorize Seller to Sponsor, the Company, enter into and consummate this Agreement and the transactions contemplated herein hereby, and further provide among other things that: (i) the transfers of the Assets by the Seller to Buyer pursuant to this Agreement (a) are or in will be legal, valid and effective transfers of the Ancillary Agreements. The Assets; (b) vest or will vest Buyer with good title to the Assets (including good and marketable title to the Option Leases) free and clear of all Encumbrances; (c) constitutes the best offer or value received by Seller for the Assets transferred hereby; (d) do not and will not subject Buyer to any liability as a successor of Seller; (e) the Bankruptcy Court Orders shall be retains jurisdiction to enforce the provisions of this Agreement in full force all respects, (f) the provisions of the Approval Order are nonseverable and effect and shall be Final Orders. “Final Order” means an order or judgment mutually dependent, (g) the transactions contemplated by this Agreement are undertaken by the Buyer in good faith, as that term is used in section 363(m) of the Bankruptcy Court entered by the clerk Code, (h) pursuant to section 363(n) of the Bankruptcy Court on Code, the docket in consideration paid under this Agreement was not controlled by an agreement among potential bidders at the SunEdison Bankruptcy Casehearing, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay Buyer is authorized to conduct the Store Closing Sales as Seller's agent subject to the terms and conditions contained herein and in the Approval Order. Seller shall simultaneously with the motion to obtain the Approval Order seek and use its best efforts to obtain the entry of such an order providing, among other things, that the transfers and assignments to Buyer contemplated by this Agreement (including, without limitation, the transfer and assignment of any Option Leases or judgment shall be in effectOwned Stores) shall, (iipursuant to section 1146(c) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or (iii) if a stay of such order or judgment has been granted, then (x) the stay shall have been dissolved or (y) such order or judgment of the Bankruptcy Court shall have been affirmed by Code, not be subject to the highest court to which such order was appealed, imposition or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification payment of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result transfer taxes of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause such order not to be a Final Ordernature.

Bankruptcy Court Orders. The (a) On October 17, 2002, the Seller filed a motion or motions with the Bankruptcy Court shall have entered orders seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Assets and the Assumed Liabilities to the Purchaser pursuant to the Original Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Assets (including any and all "claims and interests" in the forms set forth in assets within the meaning of Section 7.1(e363(f) of the Company Disclosure LetterBankruptcy Code), such that the Purchaser will not, among other things, incur any liability as each may be amended, modified or supplemented with an alleged successor to the prior written consent of Sponsor Purchased Business (the “Bankruptcy Court Orders”"Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing"), authorizing establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the entry by SunEdison Break-up Fee and any other Debtor party thereto into Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing (the "Sale Procedures Order", and the hearing to consider approval of the Sale Procedures Order, the "Sale Procedures Hearing"). The Sale Procedures Order provided that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "Overbid"): (i) the Settlement Agreement Overbid shall consist of an agreement in a form substantially similar to this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in this Agreement; (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case to Sponsor, the Company, this Agreement and the transactions contemplated herein or in the Ancillary Agreements. The Bankruptcy Court Orders initial Overbid shall be in full force and effect and shall be Final Orders. “Final Order” means an order or judgment of at least $100,000 higher than the Bankruptcy Court entered by the clerk of the Bankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or Purchase Price; (iii) if the Overbid must be accompanied by a stay deposit of such order or judgment has been granted, then at least $500,000 to be held in escrow; (xiv) the stay Person submitting such Overbid shall have been dissolved or (y) provide written evidence reasonably satisfactory to the Company demonstrating that such order or judgment bidder has the financial ability to consummate the proposed purchase of the Bankruptcy Court shall have been affirmed by Purchased Assets at the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause such order not to be a Final OrderOverbid amount.

Bankruptcy Court Orders. The (a) Within one (1) Business Day following full the execution and delivery of this Agreement, the Seller shall file a motion or motions with the Bankruptcy Court shall have entered orders seeking on an expedited basis an order approving, among other things, the Sale Procedures in connection with the Seller's request to sell and assign, as applicable, the Purchased Assets and the Assumed Liabilities to the Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Assets (including any and all "claims and interests" in the forms set forth in assets within the meaning of Section 7.1(e363(f) of the Company Disclosure LetterBankruptcy Code), such that the Purchaser will not, among other things, incur any liability as each may be amended, modified or supplemented with an alleged successor to the prior written consent of Sponsor Purchased Business (the “Bankruptcy Court Orders”"PROPOSED SALE", and the hearing to consider approval of the Proposed Sale, the "SALE HEARING"), authorizing establishing notice and service requirements to creditors and parties in interest of the Proposed Sale, approving the entry by SunEdison Break-up Fee and any other Debtor party thereto into Expense Reimbursement contemplated hereby, establishing a deadline for submission of competing bids for the Purchased Assets, and establishing thresholds for initial and subsequent overbids, and setting a date for the Sale Hearing (the "SALE PROCEDURES ORDER", and the hearing to consider approval of the Sale Procedures Order, the "SALE PROCEDURES HEARING"). The Sale Procedures Order shall provide that the Seller shall consider a Competing Transaction to be a "higher or better" offer only if such Competing Transaction meets the following requirements (an "OVERBID"): (i) the Settlement Agreement Overbid shall consist of an agreement in a form substantially similar to this Agreement, marked to show any changes thereto, that contains terms and conditions, taken as a whole, no less favorable to the Seller than those contained in this Agreement; (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case to Sponsor, the Company, this Agreement and the transactions contemplated herein or in the Ancillary Agreements. The Bankruptcy Court Orders initial Overbid shall be in full force and effect and shall be Final Orders. “Final Order” means an order or judgment of at least $675,000 higher than the Bankruptcy Court entered by the clerk of the Bankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or Purchase Price; (iii) if the Overbid must be accompanied by a stay deposit of such order or judgment has been granted, then at least $500,000 to be held in escrow; (xiv) the stay Overbid shall have been dissolved or (y) such order or judgment provide for the purchase of not less than all of the Bankruptcy Court Purchased Assets; and (v) the Person submitting such Overbid shall have been affirmed by provide written evidence reasonably satisfactory to the highest court Company demonstrating that such bidder has the financial ability to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and consummate the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 proposed purchase of the Federal Rules of Bankruptcy Procedure; provided, that Purchased Assets at the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order, shall not cause such order not to be a Final OrderOverbid amount.

Bankruptcy Court Orders. The Bankruptcy Court shall have entered orders in the forms set forth in Section 7.1(e) of the Company Disclosure Letter, as each may be amended, modified or supplemented with the prior written consent of Sponsor (the “Bankruptcy Court Orders”), authorizing and approving the entry by SunEdison and any other Debtor party thereto into (i) the Settlement Agreement and (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms An interim order of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case approving Amendment No. 4 to Sponsor, the Company, this Agreement and acceptable to the transactions contemplated herein or Agent in its sole discretion (the Ancillary Agreements"INTERIM AMENDMENT NO. The Bankruptcy Court Orders 4 ORDER") shall have been entered, shall be in full force and effect effect, and shall be Final Orders. “Final Order” means an order or judgment of the Bankruptcy Court entered by the clerk of the Bankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not have been modifiedstayed, amended, modified, reversed, vacated or stayed rescinded in any respect without the prior written consent of the Agent and as to which (a) the Required Lenders; PROVIDED, that at the time of the making of any Tranche B Loan the aggregate amount of which, when added to appealthe sum of the principal amount of all Tranche B Loans then outstanding, petition for certiorariwould exceed the amount authorized by the Interim Amendment No. 4 Order (the "ADDITIONAL TRANCHE B CREDIT"), or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such final order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or (iii) if a stay of such order or judgment has been granted, then (x) the stay shall have been dissolved or (y) such order or judgment of the Bankruptcy Court approving Amendment No. 4 to this Agreement acceptable to the Agent in its sole discretion (the "FINAL AMENDMENT NO. 4 ORDER" and, together with the Interim Amendment No. 4 Order, the "AMENDMENT NO. 4 ORDERS"), which, in any event, shall have been affirmed entered by the highest court to which such order was appealedBankruptcy Court no later than September 25, or certiorari 2000, shall have been deniedentered, or a new trialand at the time of the extension of any Additional Tranche B Credit the Final Amendment No. 4 Order shall be in full force and effect, reargument or rehearing and shall not have been denied stayed, amended, modified, reversed, vacated or resulted rescinded in no modification any respect without the prior written consent of such order, the Agent and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 Required DIP Lenders; and if either of the Federal Rules Amendment No. 4 Orders is the subject of Bankruptcy Procedure; provideda pending appeal in any respect, that neither the possibility that a motion under Rule 60 making of the Federal Rules of Civil Procedure, Tranche B Loans nor the performance by the Borrower or any analogous rule Guarantor of any of their respective obligations under any of the Federal Rules Loan Documents in respect of Bankruptcy Procedure, may the Tranche B Loans shall be filed relating to such order, shall not cause such order not to be the subject of a Final Orderpresently effective stay pending appeal.