Submission for Bankruptcy Court Approval. (a) All of the Parties shall use their respective commercially reasonable efforts to have the Sale Hearing no later than May 24, 2023 and to have the Sale Order entered no later than 3 Business Days after the conclusion of the Sale Hearing. The Buyer agrees that it will promptly take such actions as are reasonably requested by the Debtor Entities to assist in obtaining entry of such orders, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by the Buyer under this Agreement and the Assumed Real Property Lease and demonstrating that the Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code. The Debtor Entities shall give notice under the Bankruptcy Code of the request for entry of the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased Assets and all non-debtor parties to the Assumed Real Property Lease, and other appropriate notice, including such additional notice as the Bankruptcy Court shall direct or as the Buyer may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other Proceedings in the Bankruptcy Court relating to this Agreement or the Transactions. The Debtor Entities shall be responsible for making all appropriate filings relating to this Agreement or the Transactions with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Buyer prior to their filing with the Bankruptcy Court for the Buyer’s prior review.
Submission for Bankruptcy Court Approval. (a) On the Petition Date (or as soon thereafter as is reasonably practicable), the Sellers, other than TAT, shall file a motion or motions and supporting papers seeking (i) the entry of an order substantially in the form of Exhibit G approving the Overbid Procedures (the "Bidding Procedures Order") and (ii) entry of an order substantially in the form of Exhibit H approving this Agreement (the "Sale Order"), all in a form and substance reasonably acceptable to the Buyer. The Bidding Procedures Order and the Sale Order may, at the Sellers' option, be sought under one combined set of motion papers, which shall be in form and substance reasonably acceptable to the Buyer. All parties hereto shall use their commercially reasonable efforts to have the Bankruptcy Court enter the Bidding Procedures Order as soon as practicable following the filing of the motion therefor. The Sellers, other than TAT, shall give appropriate notice under the Bankruptcy Code of the request for such relief, including such additional notice as the Bankruptcy Court shall direct, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings relating to this Agreement or the transactions contemplated hereby.
Submission for Bankruptcy Court Approval. As promptly as practicable after the execution of this Agreement, Seller will file with the Bankruptcy Court a motion seeking (a) entry of the Bidding Procedures Order and authorizing the observance and performance of the terms of Section 4.6(b) and the Bidding Procedures Order by Seller and Purchaser and (b) the Approval Order, including the approval of this Agreement and the sale of the Purchased Assets to Purchaser on the terms and conditions hereof if determined to be the “highest or otherwise best offer” in accordance with the Bidding Procedures Order. Such motion must be reasonably acceptable to Purchaser.
Submission for Bankruptcy Court Approval. (i) The Seller has given notice under the Bankruptcy Code of the request for the relief in the Sale Order to all Persons entitled to such notice, including all Persons that have asserted Encumbrances in the Purchased Securities, and shall give such additional notice as the Bankruptcy Court shall direct or as the Purchaser may reasonably request, and provide appropriate opportunity for hearing, to all parties entitled thereto, of all motions, orders, hearings, or other proceedings in the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby. The Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted, to the extent practicable, to the Purchaser prior to their filing with the Bankruptcy Court for the Purchaser’s prior review and comments (which comments the Seller shall consider in good faith).
Submission for Bankruptcy Court Approval. (a) This Agreement and the sale of the Acquired Assets to the Purchaser is subject to approval of the Bankruptcy Court as provided in this Agreement. On the timetables set forth below, the Seller shall (i) file with the Bankruptcy Court one or more motions, each in form and substance reasonably satisfactory to the Purchaser, and proposed orders, each in form and substance satisfactory to the Purchaser in its sole discretion, for the purpose set forth below in this Section 5.09, (ii) notify, as required by the Bankruptcy Code and the Bankruptcy Rules, all parties entitled to notice of such motions and orders (including all relevant Taxing Authorities), as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court, and such additional parties as the Purchaser may reasonably request, and (iii) subject to the provisions of this Agreement, including the provisions of Article VIII, use commercially reasonable efforts to obtain Bankruptcy Court approval of such orders without any stay, modification, reversal or amendment adverse or unacceptable to the Purchaser or any Designee.
Submission for Bankruptcy Court Approval. (a) On the timetables set forth below, Exodus and, if appropriate, each Seller shall (x) file with the Bankruptcy Court one or more motions and proposed orders, each in form and substance reasonably satisfactory to Parent, set forth below, (y) notify, as required by the Bankruptcy Code and the Bankruptcy Rules, all parties entitled to notice of such motions and orders (including all relevant Taxing Authorities), as modified by orders in respect of notice which may be issued at any time and from time to time by the Bankruptcy Court, and such additional parties as Parent may request, and (z) subject to the provisions of this Agreement, including the provisions of Article VIII, use commercially reasonable efforts to obtain Bankruptcy Court approval of such orders without any stay, modification, reversal or amendment adverse or unacceptable to Parent, the Buyer or any Designee.
Submission for Bankruptcy Court Approval. (a) The Sellers (or Teligent on their behalf) shall file with the Bankruptcy Court, if necessary, any supporting papers and notices seeking approval of the following amended bidding procedures (the "Bid Procedures"):
Submission for Bankruptcy Court Approval. (a) The Selling Entities shall file with the Bankruptcy Court motions and supporting papers in form and substance acceptable to Buyer (the “Motions”) as required to seek approval of the Sale Transaction and use their reasonable best efforts to obtain entry of the Confirmation Order, which shall provide that the Acquired Assets are sold to Buyer free and clear of any and all Claims and Encumbrances (other than Permitted Encumbrances), including any interest in such property of any other Person pursuant to Section 363(f) of the Bankruptcy Code, and that Buyer and its Affiliates have acted in “good faith” (as such term is used Section 363(m) of the Bankruptcy Code) and are thereby entitled to the protections afforded by Bankruptcy Code Section 363(m). The Selling Entities shall use reasonable best efforts to provide Buyer with a copy of such Motions and related documents at least two (2) days prior to the filing thereof. The Selling Entities shall use commercially reasonable efforts to (i) ensure that the Confirmation Order is entered not later than November 17, 2017 and (ii) that the Confirmation Order becomes effective immediately upon entry and that the provisions of Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d) be waived for cause.
Submission for Bankruptcy Court Approval. (a) In connection with the transactions contemplated by this Agreement, the Seller shall, on or prior to April 26, 2002, file with the Bankruptcy Court a motion or motions (the "Motion") seeking entry of each of the following orders:
Submission for Bankruptcy Court Approval. (a) Seller and Buyer shall consult with one another regarding pleadings which either of them intends to file, or positions either of them intends to take before the Bankruptcy Court in connection with, or which might reasonably affect the Bankruptcy Court’s approval of, the Sale Order. Seller shall provide drafts of any and all pleadings relating to the Sale Order to Buyer sufficiently in advance of filing to provide Buyer reasonable opportunity to comment and consent. Further, such pleadings and the Sale Order shall be in a form acceptable to Buyer upon filing, including without limitation, maintaining Schedule 1.1(a)(i) and Schedule 7.13 under seal. Seller shall promptly provide Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court (and other courts) that Seller has in its possession pertaining to the motion for approval of the Sale Order or any other order related to any of the transactions contemplated by this Agreement.
