Bankruptcy Process. (a) The Sellers covenant and agree that if the Sale Order is entered, the terms of any plan submitted by the Sellers to the Bankruptcy Court for confirmation shall not conflict with, supersede, abrogate, nullify, modify, or restrict the terms of this Agreement and the rights of Buyer or any Designated Buyer hereunder, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement, including any transaction that is contemplated by or approved pursuant to the Sale Order.
Bankruptcy Process. (a) Seller and Purchaser acknowledge and agree that this Agreement, the sale of the Purchased Assets and the Transactions are subject to higher or otherwise better bids (in accordance with the Bidding Procedures) and Bankruptcy Court approval. Purchaser and Seller acknowledge that Seller must take reasonable steps to demonstrate that they have sought to obtain the highest or otherwise best offer for the Purchased Assets, including giving notice thereof to the creditors of Seller and other interested parties, providing information about Seller’s business to prospective bidders, entertaining higher or otherwise better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Purchased Assets, conducting an auction (the “Auction”).
Bankruptcy Process. Nothing contained in this Agreement shall be deemed to limit in any manner the ability of any Debtor to take any position before or make any motion to the Bankruptcy Court in connection with the Chapter 11 Proceeding; provided, however, that no Debtor shall take any such position or make any such motion in support of any action or inaction by such Debtor that would constitute a breach of any covenant of the Company contained in this Agreement. 50
Bankruptcy Process. (a) On the date the LodgeNet Parties commence the Restructuring (the “Petition Date”) by commencing, in accordance with the terms of this Agreement, a voluntary case (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), the LodgeNet Parties shall file with the Bankruptcy Court (i) the Plan in the form attached hereto as Exhibit A (the “Approved Plan”), as may be amended, modified or supplemented only in accordance with Section 9 hereunder and (ii) the related disclosure statement (the “Disclosure Statement”).
Bankruptcy Process. As Trustee to a debtor under the Bankruptcy Code, Seller is obligated to and shall consider any higher or better offers to purchase the Acquired Assets. Nothing in this Agreement shall be deemed to preclude Seller and the Trustee’s professionals from continuing to market, promote and offer the Acquired Assets until the entry of the Sale Order, including advertising, execution of confidentiality agreements and participation in discussions, negotiations and agreements with third parties. If other interested potential purchasers are identified by the Trustee that may offer higher or better terms for the purchase of the Acquired Assets, the Trustee shall conduct an auction materially in accordance with the bidding procedures approved by order of the Bankruptcy Court. In the event an alternative purchaser is identified that in the Trustee’s sole discretion may provide more value to the estate through an acquisition, merger or other transaction, the Trustee may withdraw the motion filed with the Bankruptcy Court seeking approval of this Agreement and such withdrawal shall not be a Default under this Agreement nor give rise to any claims by Buyer against the Trustee, his representatives or Seller, the estate, its officers or employees nor to any liability of Trustee, his representatives or Seller, the estate, its officers or employees, of any nature whatsoever except for return of Buyer’s good faith Deposit.
Bankruptcy Process. 8 Section 7.1
Bankruptcy Process. The U.S. Shipping Entities hereby agree that, no later than three business days after the Exchange Date (as defined herein), the U.S. Shipping Entities will file with the Bankruptcy Court the Chapter 11 Petitions and all other documents necessary to commence the Chapter 11 Cases (the date on which such filing occurs the “Filing Date”). On the Filing Date, or as soon as practicable thereafter, the U.S. Shipping Entities will file with the Bankruptcy Court the Disclosure Statement and the Acceptable Plan.
Bankruptcy Process. The Company hereby agrees to use reasonable best efforts to file the Plan with the Bankruptcy Court and obtain confirmation of the Plan as soon as reasonably practicable in accordance with the Bankruptcy Code and on terms consistent with this Agreement, the Plan and the other Approved Plan Documents, and each Supporting Party shall use reasonable best efforts to cooperate in that regard.
Bankruptcy Process. GCX shall file a motion seeking an order of the Court approving the binding agreements contained in this Letter and the IOA (the "LOI Order") within three (3) business days after execution thereof, which motion shall be reasonably acceptable to AMCE in form and substance in the good faith exercise of its discretion. The LOI Order shall specifically provide for the Termination Payments provided for in paragraph (f)(ii) below and shall otherwise be reasonably satisfactory to AMCE in the good faith exercise of its discretion. AMCE, GCX and the Committee of Unsecured Creditors in the Chapter 11 Cases (the "Committee") will cooperate in the preparation of the Plan, the disclosure statement therefor (the "Disclosure Statement"), the forms of ballots, solicitation procedures and Plan related procedures (collectively, the "Plan Procedures") and will use commercially reasonable efforts (which shall not be interpreted to require AMCE or GCX to pay any amount other its own attorneys' fees) to obtain Court approval and confirmation of the Agreement, Plan, Disclosure Statement and Plan Procedures and to implement the Plan in accordance with the following schedule:
Bankruptcy Process. The Company hereby agrees to use commercially reasonable efforts to obtain confirmation of the Plan as soon as reasonably practicable in accordance with the Bankruptcy Code, and on terms consistent with this Agreement, and each Consenting Holder shall use its commercially reasonable efforts to cooperate in that regard; provided, however, that the Company, the Agent, at the direction of the Required Consenting Senior Secured Debt Holders and the Required Consenting Note Holders may from time to time mutually agree in writing to further extend any time period or deadline set forth herein. The Company and each Consenting Holder shall take all commercially reasonable necessary and appropriate actions to achieve confirmation of the Plan.
