The Confirmation Order Clause Examples

The Confirmation Order. The Confirmation Order shall be in form and substance reasonably satisfactory to the Acquiror and shall provide that: (i) On the Closing Date, unless otherwise provided in the Plan Term Sheet, the Confirmation Order will discharge the Company and the License Subsidiaries, from any and all Claims and Liabilities whether or not (a) a Proof of Claim based on such Claim was filed or deemed filed under Bankruptcy Code section 501, or such Claim was listed on the schedules of the Company or any of the Debtor Subsidiaries filed in the Bankruptcy Case; (b) such Claim is or was allowed under Bankruptcy Code section 502; or (c) the holder of such Claim has voted on or accepted the Bankruptcy Plan. The rights that are provided in the Bankruptcy Plan shall be in complete (x) discharge of all Claims against, Liens on, and Interests against the Company and the License Subsidiaries and (y) discharge and release of all Claims and Liabilities, including all causes of action, whether known or unknown, against the Company and the License Subsidiaries. After the Closing Date, all such Claims and Liabilities may only be asserted as provided for in the Bankruptcy Plan or against Opco. (ii) Unless otherwise provided in the Plan Term Sheet, all Persons that have held or asserted, which hold or assert, or which may in the future hold or assert any Claim, Liability, demand or cause of action against the Company and the License Subsidiaries (or any of them) or relating to the operation of the businesses of the Company or the License Subsidiaries before the Closing Date whenever and wherever arising or asserted (including all such Claims sounding in tort, contract, warranty or any other theory of law, equity or admiralty, whether legal or equitable, matured or unmatured, contingent or non-contingent, senior or subordinated), or Interest, shall be permanently stayed, estopped, restrained and enjoined from taking any action for the purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or recovery with respect to any such Claim, Liability, demand, cause of action or Interest, including: (A) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, Liability, demand or cause of action, or Interest against any of the Company and the License Subsidiaries, or against the property of any of the Company and the License Subsidiaries with respect to any such claim, demand or cause of action, or Inte...

The Confirmation Order. At the Hearing the Sellers shall seek the entry of the Confirmation Order. The Confirmation Order shall, among other matters: (a) approve this Agreement and the consummation of the Transaction upon the terms and subject to the conditions of this Agreement; (b) find that, as of the Closing Date, the transactions contemplated by this Agreement effect a legal, valid, enforceable and effective sale and transfer of the Property to and the assumption of the Assumed Loans by the Purchaser and shall vest the Purchaser with title to the Property free and clear of all Encumbrances other than Permitted Encumbrances; (c) find that the Assumed Loans have, net of the Paydown Amount, an outstanding principal balance not exceeding One Hundred Thirty Four Million and One Hundred and Fifty-Nine Thousand Eight Hundred and Fifteen Dollars and 40/100 Dollars ($134,159,815.40), and as of the Closing Date and giving effect to the Paydown Amount (i) the Assumed Loans are in full force and effect, (ii) there is no event of default (or an event that through the passage of time would give rise to an event of default) with respect to the Assumed Loans (iii) the Assumed Loans are secured by duly perfected liens against and security interests in the Property and are enforceable in accordance with their terms and upon the assumption of the Assumed Loans, will be valid, enforceable and binding obligations of Purchaser in accordance with their terms and (iv) from and after the Closing Date until the date of any subsequent default or event of default the Assumed Loans will accrue interest at the non-default rate (as such non-default rates are more particularly described in each Assumed Loan); (d) find that the consideration provided by the Purchaser pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Property; (e) (i) authorize the Sellers and each of the Operating Tenants to assume and assign to the Purchaser each of the Assumed Contracts and Assumed Leases, (ii) find that, as of the Closing Date, the Contracts and Leases to be assumed by the Sellers and each Operating Tenant assigned to the Purchaser pursuant to this Agreement and the Assignment and Assumption Agreement will have been duly assigned to the Purchaser in accordance with Section 365 of the Bankruptcy Code and (iii) order that any Cure Costs (as defined in the Confirmation Order) under the Assumed Contracts and Assumed Leases shall be paid by the Sellers as soon as practicable and...

The Confirmation Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letter of Credit, whichever first occurs, the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders shall have received a certified copy of the Confirmation Order in the form attached hereto as Exhibit C and the Confirmation Order shall be reasonably satisfactory to the Requisite Lenders. The Confirmation Order shall not have been reversed, modified or amended and shall not be stayed or subject to a motion to stay and, unless otherwise agreed by the Administrative Agent, all appeal periods relating to the Confirmation Order shall have expired, and no appeals from the Confirmation Order shall be outstanding. Except as consented to by the Administrative Agent, the Bankruptcy Court's retention of jurisdiction under the Confirmation Order shall not govern the enforcement of this Agreement and the other Loan Documents or any rights or remedies relating thereto after the Plan Effective Date,

The Confirmation Order. On the date of the making of the initial Loans or the issuance of the initial Letters of Credit hereunder, whichever first occurs, the Plan of Reorganization shall be effective and the Confirmation Order will have been entered and will not have been stayed, amended, vacated, reversed or rescinded and the Bankruptcy Court's retention of jurisdiction, if any, under the Confirmation Order shall not govern the enforcement of this Agreement and the other Loan Documents or any rights or remedies relating thereto after the Plan Effective Date. On the date of the making of any Loan or the issuance of any Letter of Credit, the Plan of Reorganization will be effective and the Confirmation Order will have been entered and will not have been amended, stayed, vacated or rescinded. Upon the maturity (whether by the acceleration or otherwise) of any of the Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents, the Lenders shall, subject to the provisions of Section 7.01, be entitled to immediate payment of such obligations, and to enforce the remedies provided for hereunder and under the other Loan Documents.

The Confirmation Order. As of the date of the submission of a Letter of Credit Application or the request for a renewal, amendment or extension of a Letter of Credit, the Confirmation Order has not been stayed, amended, vacated, reversed, rescinded or otherwise modified in any respect (except in accordance with the terms hereof).

The Confirmation Order. The Confirmation Order shall be in full force and effect and shall not have been reversed, stayed, modified or amended, except for such modifications, and amendments mutually agreed to by the Borrower, the Agent and the Lenders.

The Confirmation Order. The Confirmation Order shall have been entered in a form and content acceptable to FSCI and the Company, shall not have been modified, amended, dissolved, revoked or rescinded, shall be in full force and effect on the Closing Date, and, without the necessity of any further action or proceedings by the Company, any of its subsidiaries or the Bankruptcy Court, shall have, to the extent specified in the Plan, (i) on or prior to the Closing Date, effected a full and complete discharge and release of, and thereby extinguished, all debts of the Company and each of its subsidiaries (to the fullest extent possible under Section 1141(d)(1) of the Bankruptcy Code)

The Confirmation Order. A copy of the Confirmation Order, certified by a Responsible Officer on behalf of the Company as being a true and complete copy, in substantially the form of Exhibit L hereto, with a determination of solvency included in such Confirmation Order.

The Confirmation Order. The items referred to in clauses (i) and (ii) of this Section 4.4 are hereinafter referred to as the "Governmental Requirements."