Bidding Procedures Order and Sale Order Sample Clauses

Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered the Bidding Procedures Order on or prior to November 2, 2001 and the Sale Order within 50 days of the Petition Date, each of which shall have become Final Orders. The Sale Order shall be in form and substance reasonably acceptable to Purchaser and shall provide, among other things, (1) that Seller is authorized to convey to Purchaser all of its right, title, and interest in and to the Acquired Assets pursuant to Sections 105, 363(b) and 363(f) of the Bankruptcy Code, free and clear of all Liens (other than Permitted Liens and Assumed Liabilities), which Liens shall attach to the proceeds of the Sale under section 363(f) of the Bankruptcy Code; (2) that all other requirements and conditions under Sections 363 and 365 of the Bankruptcy Code for the assumption by Seller and assignment to Purchaser of each Assigned Contract have been satisfied and that all Assigned Contracts will be transferred to, and remain in full force and effect for the benefit of, Purchaser, notwithstanding any provision in such Assigned Contracts (including those described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer; (3) that all "cure" amounts necessary to cure monetary defaults under any such contract shall be made in the appropriate amounts by Seller except to the extent such "cure" amounts constitute Assumed Liabilities; (4) that Purchaser is deemed to have purchased the Acquired Assets, including the assignment of the Assigned Contracts, in good faith pursuant to Section 363(m) of the Bankruptcy Code so that the reversal or modification of the Sale Order does not affect the validity of the Sale to Purchaser of the Acquired Assets pursuant to the Sale Order; (5) that Seller is authorized and directed to execute, upon request by Purchaser, one or more assignments in form, substance, and number reasonably acceptable to Purchaser, evidencing the conveyance of the Acquired Assets to Purchaser; and (6) a general release by Seller and the bankruptcy estate to Purchaser at the time of Closing, including a release of successor liability, that specifically, upon Closing, Purchaser shall not be deemed to (i) be the successor of Seller, (ii) have, de facto or otherwise, merged with or into Seller, or (iii) be a mere continuation or substantial continuation of Seller or the enterprise of Seller. Nothing in this Section 7.1(i), or any other Section of this Agreement, shall preclude Seller or Purchaser fr...
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Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser and (ii) the Sale Order in form and substance reasonably satisfactory to Purchaser. No stay of the Sale Order shall have been obtained before the eleventh day following the entry of the Sale Order.
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Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser no later than 32 days after the filing of the Petition and (ii) the Sale Order in form and substance reasonably satisfactory to Purchaser no later than 32 days after the Bidding Procedures Order is entered by the Bankruptcy Court. The Sale Order shall have become final and non-appealable before the eleventh day following the
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Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Purchaser no later than 30 days after the date of this Agreement, and (ii) the Sale Order (together with any related findings of fact or conclusions of law) in form and substance reasonably satisfactory to Purchaser no later than 53 days after the date of this Agreement. The Sale Order shall include the matters set forth in Section 6.2(q) and shall have become a Final Order. The Sale Order shall also contain (or be accompanied by) findings of fact and conclusions of law by the Bankruptcy Court that, among other things, find and conclude that (x) the transactions contemplated hereby are in good faith and otherwise satisfy the provisions of Sections 363 and 365, including Section 363 (m), of the Bankruptcy Code, (y) that the Heinz Agreement, except for the payment of the Expense Reimbursement and Break-Up Fee thereunder, has been terminated in full in accordance with its terms without a breach thereunder and otherwise in accordance with the Prior Bidding Procedures and (z) that Sellers have complied with the notice requirements of Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure and any applicable rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement.
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Bidding Procedures Order and Sale Order. The Bankruptcy Court shall have entered (i) the Bidding Procedures Order in form and substance reasonably satisfactory to Buyer no later than July 13, 2001 and (ii) the Sale Order in form and substance reasonably satisfactory to Buyer no later than September 7, 2001. The Sale Order shall have become final and no stay of the Sale Order shall have been obtained before the eleventh day following the entry of the Sale Order. The Sale Order shall contain, inter alia, a finding by the Bankruptcy Court that the transactions contemplated hereby are in good faith and otherwise satisfy the provisions of Section 363, including Section 363 (m), of the Bankruptcy Code.
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Related to Bidding Procedures Order and Sale Order

  • Sale Order The Bankruptcy Court shall have entered the Sale Order and the Sale Order shall be a Final Order.

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Confirmation Order The Bankruptcy Court shall have entered the Confirmation Order, and such Order shall be a Final Order.

  • Interim Order The notice of motion for the application referred to in Section 2.1(a) shall request that the Interim Order provide, among other things:

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent and the Borrower.

  • Bankruptcy Court Approval (a) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

  • Settlement Procedures Timetable In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "M" shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement: Procedure Time

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