Section 363 Sale. The Section 363 Sale shall have been approved by the United States bankruptcy court pursuant to an order which must, amongst other things, (i) approve such Section 363 Sale, (ii) authorize the assumption and assignment of the contacts included in such Section 363 Sale, (iii) approve the terms and conditions of the related asset purchase agreement and other agreements, (iv) provide that Chrysler Group LLC and its Subsidiaries shall acquire the assets and contracts being transferred pursuant to such 363 Sale free and clears of all liens, claims, encumbrances and other obligations (other than those liens, claims, encumbrances and other obligations expressly assumed pursuant to such Section 363 Sale), and (v) contain such other terms, conditions and provisions as are customary on transactions similar to the findings that the purchasers are good faith purchasers pursuant to Section 363 of the Bankruptcy Code, that such 363 sale is not subject to fraudulent transfer or similar challenge, and limitations on the purchaser’s successor liabilities.
Section 363 Sale. From the date on which Grand Court has executed this Agreement through the First Closing, Grand Court (and its officers, directors, employees, agents and representatives) shall not discuss or pursue a possible sale, or other disposition of the GP Interests, the Management Rights or any portion thereof, with any other party or provide any information to any other party in connection therewith, subject to the discharge of its fiduciary duties. If Grand Court, pursuant to the discharge of its fiduciary duties, engages in discussions or provides information to third parties, Grand Court shall notify the Equity Committee and GFB-AS by telephone within 24 hours after providing such information and shall provide copies of such information to the Equity Committee and GFB-AS within 48 hours after providing such information.
Section 363 Sale. 6. The Debtors are authorized to sell property of their respective estates, pursuant to 11 U.S.C. (S)363(b), free and clear of the Liens (as defined in Paragraph C of the decretal portion .of this Order on p. 11) if the applicable provisions of 11 U.S.C. (S)363(f) have been satisfied.
Section 363 Sale. In the event that any property or assets that serve as collateral security for the Secured Obligations are sold in a sale conducted pursuant to Section 363 of the Bankruptcy Code, the Trustee will not object to any of the Obligated Parties or their Affiliates as a bidder at such sale, provided that they meet all of the qualifications applicable to bidders at such sale.
Section 363 Sale. 42 7.12 Guaranties.......................................................42 7.13
Section 363 Sale. Unless otherwise agreed to by Administrative Agent and the Majority Lenders in their sole discretion, the Borrowers shall diligently and in good faith endeavor to conclude the Proposed Section 363 Sale to the Proposed Purchaser or to any higher and better bidder as determined pursuant to bidding procedures approved by the Court; provided, however, that in no event shall any such sale be pursued unless Administrative Agent in its sole and absolute discretion is satisfied that the cash proceeds to be remitted to Administrative Agent in connection with the closing of any such sale will be sufficient in amount to result in Full Payment of the Obligations and any order approving such sale requires Full Payment of the Obligations as a condition to closing. In the event of any such sale, the DIP Facility and the Commitments shall terminate, unless otherwise agreed by Administrative Agent and the Majority Lenders in their sole and absolute discretion.
Section 363 Sale. From the date hereof to the First Closing, Grand Court shall use its best efforts to market and sell the GP Interests and the Management Rights pursuant to Section 363 of the Bankruptcy Code. Until Grand Court has exhausted all possibilities pursuant to the Section 363 Sale, Grand Court shall not offer or transfer any portion of the GP Interests or Management Rights or hold discussions with any other party (other than Triad and Capital) looking toward such an offer, solicitation, or transfer. Pursuant to its fiduciary duties, Grand Court will provide the information reasonably requested by bidders pursuant to the Section 363 sale and shall notify Triad and Capital by telephone within 24 hours after providing such information and shall provide copies of such information to Triad and Capital within 48 hours.
Section 363 Sale. 8. The Debtors (a) have full corporate power and authority to execute the Purchase Agreement and all other documents contemplated thereby and the sale of the Assets by the Debtors have been duly and validly authorized by all necessary corporate action of the Debtors, (b) have all of the corporate power and authority necessary to consummate the Transactions contemplated by the Purchase Agreement, (c) have taken all corporate action necessary to authorize and approve the Purchase Agreement and the consummation by the Debtors of the Transactions contemplated thereby, and (d) no consents or approvals, other than those expressly provided for in the Purchase Agreement, are required for the Debtors to consummate such Transactions.
Section 363 Sale. Buyer and Seller shall take all necessary action to effect a Section 363 Sale, in accordance with the terms of Section 6.5 hereto. If such Section 363 Sale is not approved by the Colorado Court, an amended Plan of Reorganization may be filed with the Colorado Court in accordance with the terms of Section 6.5 hereto, and if an objection is or may be raised to the Section 363 Sale, an amended Plan of Reorganization may be so filed."
Section 363 Sale
