Procedures Order Sample Clauses

Procedures Order. The transaction contemplated by this Agreement shall be conducted in all respects in accordance with the process and procedures established in and the provisions of the Procedures Order, which shall be in form and substance reasonably satisfactory to Buyer, and Xxxxx agrees to be bound by the Procedures Order and the obligations thereunder, including in connection with, among other things, bidding, overbidding, the sale auction, refraining from collusion, return of deposits, and standing as a backup bidder for the Purchased Assets shall be as established and determined in accordance with the Procedures Order.
Sample 1
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Procedures Order. The Procedures Order, in form and substance satisfactory to Purchaser in its sole discretion, and Expense Reimbursement shall have been approved by the Bankruptcy Court by April 10, 2009.
Sample 1
Procedures Order. The Procedures Order shall have been entered by the Bankruptcy Court in accordance with Section 6.10 hereof. The Procedures Order shall been entered in form and substance satisfactory to Purchaser and its counsel and shall have become effective in accordance with its terms, and, specifically, the break-up fee and expense reimbursement provisions contained therein, shall have been approved and remain in full force and effect, and shall not have been stayed, vacated, modified or supplemented without Purchaser's prior consent. Seller shall have complied with the terms of the Procedures Order.
Sample 1
Procedures Order. Within three business days subsequent to the execution of this Agreement, Seller, at its sole expense, will apply to the Bankruptcy Court to obtain, and shall use reasonable best efforts to secure entry as soon as practicable, subject to the conditions precedent set forth in Articles VI and VII of this Agreement, the entry of an order (the “Procedures Order”) in form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, authorizing Seller to perform and making enforceable the following provisions of this Agreement relating to: (a) the payment of a Break-up Fee; (b) the competitive bidding procedure set forth in Section 7.5; (c) establishing a deadline for the submission of competitive bids; and (d) setting the date for any auction to be held as a result of receipt of competitive bids (the “Auction Date”). The Procedures Order shall provide that if Buyer shall not be the successful bidder for the Purchased Assets, solely by virtue of another bidder’s having made a “higher and better” offer therefor, and through no fault of Buyer, then Buyer shall be entitled to receive at, and payable from the proceeds of the Closing of the sale of the Purchased Assets, a fee of $75,000 (the “Break-up Fee”). The Break-up Fee shall be free and clear of all Encumbrances and shall be paid out of the proceeds of the Purchased Assets at closing, and before any other expenses or claims are paid regardless of priority. Buyer shall not be entitled to receive the Break-up Fee if a third party closes on the Purchased Assets due to Buyer’s default under this Agreement, after all applicable grace periods.
Sample 1
Procedures Order. On or about April __, 2010, the Receiver filed a Motion For Order (1) Approving Form Of Purchase Agreement, (2) Approving Procedures For Sale Of Debtors’ Assets, (3) Establishing Assumption And Assignment Procedures, (4)
Sample 1

Related to Procedures Order

  • JOB BIDDING The City reserves the right to organize work and assignments. Bureau managers will consult with the Union prior to implementation of a reorganization to discuss proper application of this Article. Whenever the City determines that it will fill a vacancy in a new or existing job, present employees shall be given the first opportunity on the following basis: the City may choose from among the two (2) most senior qualified bidders for 25% of all vacancies occurring within a bureau in a Fiscal Year. Prior to posting, the City must identify a posting as one which will be subject to this provision.

  • Preliminary Approval Order “Preliminary Approval Order” means the order of the Court preliminarily approving this Settlement Agreement.

  • Bankruptcy Court Approval (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

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