Common use of The Sale Order Clause in Contracts

The Sale Order. The Sale Order shall, among other things, (a) approve and direct, pursuant to sections 105, 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances expressly included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement; (b) authorize, empower and direct Sellers to assume and assign to Purchaser the Assigned Contracts; (c) find that Purchaser is a “good faith” buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Purchaser is not a successor to any Seller, and grant Purchaser the protections of section 363(m) of the Bankruptcy Code; (d) find that Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuity; (e) find that Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Assigned Contracts; (f) find that Purchaser shall have no Liability for any Excluded Liability; and (g) find that there was no violation of section 363(n) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Company to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (x) demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

The Sale Order. The Bankruptcy Court shall have entered the Sale Order, which approves this Agreement and all of the terms and conditions hereof and authorizes Allegiance to consummate the transactions contemplated hereby. The Sale Order shallshall provide that (A) this Agreement results from Sellers having completed a full and complete auction process and, among so long as the Agreement has not been terminated in accordance with its terms, Sellers shall not be entitled to entertain or enter into a Competing Transaction; (B) the Acquired Assets sold to Buyer pursuant to this Agreement shall be transferred to Buyer free and clear of all Liens (other thingsthan Permitted Liens of the type included in clause (C) of the definition of Permitted Liens) and Liabilities of any Person (other than Assumed Liabilities), such Liens and Liabilities to attach to the Purchase Price payable pursuant to SECTION 3.2(a); (aD) approve and direct, the Regulatory Transition Process is approved pursuant to sections 105, 363, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances expressly included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement; (bE) authorize, empower and direct Sellers to assume and assign to Purchaser the Assigned Contracts; (c) find that Purchaser is a “Buyer has acted in good faith” buyer faith within the meaning of section 363(m) of the Bankruptcy CodeCode and, find that Purchaser as such, is entitled to the protections afforded thereby; (F) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm's length bargaining positions; (G) Buyer is not a successor acquiring or assuming any of Sellers' or any other Person's Liabilities except as expressly provided in this Agreement and in no event shall Buyer have any Liability or responsibility for any Excluded Liability; (H) the transactions contemplated herein shall be exempt from stamp, transfer, or similar taxes to any Seller, and grant Purchaser the protections of section 363(mextent provided by Section 1146(c) of the Bankruptcy Code; (dI) find that Purchaser shall Buyer will not have no Liability any successor or responsibility transferee liability for any Liability liabilities of Sellers (whether under federal or other obligation State law or otherwise) as a result of any Seller arising under the sale, purchase, transfer or related to assignment of the Acquired Assets other than as expressly set forth Assets, and will be exempt from any so-called "bulk sale" laws in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuityall applicable jurisdictions; (eJ) find that Purchaser has provided adequate assurance (as that term is used in all Assumed Contracts shall, at Closing, be assumed by Sellers and assigned to Buyer pursuant to section 365 of the Bankruptcy CodeCode and, as required by this Agreement, Sellers shall be obligated to pay all Cure Amounts in respect thereof, in accordance with this Agreement; (K) Buyer will have the right to participate in any of future performance Sellers' negotiations and settlements regarding ILEC and Non-ILEC Cure Amounts in connection accordance with SECTION 3.5, (L) in accordance with SECTION 3.5 Buyer will have standing to participate in any disputes before the assumption Bankruptcy Court regarding ILEC and non-ILEC Cure Amounts, (M) the Bankruptcy Court shall retain jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement, or the breach hereof as provided in SECTION 9.12 hereof; (N) all Liens held by Sellers' senior secured lenders on the Non-Transferred Assets shall be released at the Closing and the Buyer shall be granted a Lien on all Non-Transferred Assets pending FCC Consent and State PUC Consent, as applicable and (O) this Agreement and the transactions and instruments contemplated hereby shall be specifically performable and enforceable against and binding upon, and not subject to rejection or avoidance by, Sellers or any chapter 7 or chapter 11 trustee of Sellers and its estate. Sellers shall provide each applicable taxing authority in each jurisdiction in which it is subject to Tax with copies of any motion for entry of the Assigned Contracts; (f) find Sale Order at least 10 days prior to the hearing on such motion. In the event that Purchaser shall have no Liability for any Excluded Liability; and (g) find that there was no violation of section 363(n) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Company to assist in obtaining Bankruptcy Court approval of does not approve the Sale Order, including furnishing affidavits or other documents or information for filing with Buyer shall, within one (1) Business Day, decide and inform Sellers and the Bankruptcy Court for purposesand communicate to Sellers whether Buyer consents to the Sale Order, among othersas modified. For the avoidance of doubt, of (xif Buyer consents to modifications to the Sale Order, then Buyer agrees that the condition in SECTION 7.1(b) demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Codehas been satisfied.

The Sale Order. The Bankruptcy Court shall have entered the Sale Order, which approves this Agreement and all of the terms and conditions hereof and authorizes Allegiance to consummate the transactions contemplated hereby. The Sale Order shallshall provide that (A) this Agreement results from Sellers having completed a full and complete auction process and, among so long as the Agreement has not been terminated in accordance with its terms, Sellers shall not be entitled to entertain or enter into a Competing Transaction; (B) the Acquired Assets sold to Buyer pursuant to this Agreement shall be transferred to Buyer free and clear of all Liens (other thingsthan Permitted Liens of the type included in clause (C) of the definition of Permitted Liens) and Liabilities of any Person (other than Assumed Liabilities), such Liens and Liabilities to attach to the Purchase Price payable pursuant to Section 3.2(a); (aD) approve and direct, the Regulatory Transition Process is approved pursuant to sections 105, 363, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances expressly included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement; (bE) authorize, empower and direct Sellers to assume and assign to Purchaser the Assigned Contracts; (c) find that Purchaser is a “Buyer has acted in good faith” buyer faith within the meaning of section 363(m) of the Bankruptcy CodeCode and, find that Purchaser as such, is entitled to the protections afforded thereby; (F) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm’s length bargaining positions; (G) Buyer is not a successor acquiring or assuming any of Sellers’ or any other Person’s Liabilities except as expressly provided in this Agreement and in no event shall Buyer have any Liability or responsibility for any Excluded Liability; (H) the transactions contemplated herein shall be exempt from stamp, transfer, or similar taxes to any Seller, and grant Purchaser the protections of section 363(mextent provided by Section 1146(c) of the Bankruptcy Code; (dI) find that Purchaser shall Buyer will not have no Liability any successor or responsibility transferee liability for any Liability liabilities of Sellers (whether under federal or other obligation State law or otherwise) as a result of any Seller arising under the sale, purchase, transfer or related to assignment of the Acquired Assets other than as expressly set forth Assets, and will be exempt from any so-called “bulk sale” laws in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, successor, or transferee Liability, labor law, de facto merger, or substantial continuityall applicable jurisdictions; (eJ) find that Purchaser has provided adequate assurance (as that term is used in all Assumed Contracts shall, at Closing, be assumed by Sellers and assigned to Buyer pursuant to section 365 of the Bankruptcy CodeCode and, as required by this Agreement, Sellers shall be obligated to pay all Cure Amounts in respect thereof, in accordance with this Agreement; (K) Buyer will have the right to participate in any of future performance Sellers’ negotiations and settlements regarding ILEC and Non-ILEC Cure Amounts in connection accordance with Section 3.5, (L) in accordance with Section 3.5 Buyer will have standing to participate in any disputes before the assumption Bankruptcy Court regarding ILEC and non-ILEC Cure Amounts, (M) the Bankruptcy Court shall retain jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement, or the breach hereof as provided in Section 9.12 hereof; (N) all Liens held by Sellers’ senior secured lenders on the Non-Transferred Assets shall be released at the Closing and the Buyer shall be granted a Lien on all Non-Transferred Assets pending FCC Consent and State PUC Consent, as applicable and (O) this Agreement and the transactions and instruments contemplated hereby shall be specifically performable and enforceable against and binding upon, and not subject to rejection or avoidance by, Sellers or any chapter 7 or chapter 11 trustee of Sellers and its estate. Sellers shall provide each applicable taxing authority in each jurisdiction in which it is subject to Tax with copies of any motion for entry of the Assigned Contracts; (f) find Sale Order at least 10 days prior to the hearing on such motion. In the event that Purchaser shall have no Liability for any Excluded Liability; and (g) find that there was no violation of section 363(n) of the Bankruptcy Code. Purchaser agrees that it will promptly take such actions as are reasonably requested by the Company to assist in obtaining Bankruptcy Court approval of does not approve the Sale Order, including furnishing affidavits or other documents or information for filing with Buyer shall, within one (1) Business Day, decide and inform Sellers and the Bankruptcy Court for purposesand communicate to Sellers whether Buyer consents to the Sale Order, among othersas modified. For the avoidance of doubt, of (xif Buyer consents to modifications to the Sale Order, then Buyer agrees that the condition in Section 7.1(b) demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Codehas been satisfied.