363/365 Order definition

363/365 Order means a final, non-appealable order of the Bankruptcy Court entered pursuant to Bankruptcy Code Sections 363 or 365 that (i) is in form reasonably satisfactory to the Buyer and Sellers, (ii) approves the sale of the Assets to the Buyer pursuant to the terms of this Agreement and the provisions of the Bankruptcy Code (including, without limitation, Bankruptcy Code Section 363), and (iii) approves the Sellers’ assignment of all of the Assumed Agreements to the Buyer pursuant to Section 365 of the Bankruptcy Code. The 363/365 Order shall provide, inter alia, that the transfer of the Assets by the Sellers to the Buyer shall: (i) be free and clear of all Liens except Permitted Liens; (ii) constitute a legal, valid and effective transfer of the Assets, which shall be binding upon any subsequent Chapter 11 trustee that may be appointed in the Cases or the reorganized Sellers or the appropriate representative of the reorganized Sellers; (iii) constitute a transfer in exchange for reasonably equivalent value and fair consideration under the Bankruptcy Code and the laws of the United States, any State, territory, possession or the District of Columbia; (iv) constitute a transaction undertaken in good faith on behalf of the Buyer and each Seller; and (v) not subject the Buyer to any liability by reason of the purchase under any state, territorial or federal law, including liability for any matter relating to the Assets as a successor transferee. The 363/365 Order shall also contain provisions finding that all existing defaults in the Assumed Agreements to be assigned to the Buyer have been cured and/or establishing the Cure Costs, if any, which must be paid by Buyer in order to cure the Assumed Agreements.
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Examples of 363/365 Order in a sentence

  • Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, at the Closing the Seller and each of the Selling Subs will sell, assign, transfer, convey and deliver, as the case may be, to the Purchaser and the Purchasing Subs the Acquired Assets, and the Acquired Assets and the assets held by the Domestic Transferred Subs will be free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.

  • Classic books on philosophy, literature, and theory were less restricted, and formed the foundations of the early prison libraries through the services of the Red Cross.After subsequent hunger strikes, prisoners were allowed to receive a limited number of books from the outside, though all books were still checked by the prison administration, and books on Palestine or politics were still prohibited.

  • Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, the Seller and the Selling Subs will sell, transfer and assign to the Purchaser a valid leasehold interest with respect to each of the Real Property Leases which is a lease (as opposed to a sublease) and a valid subleasehold interest with respect to each of the Real Property Leases which is a sublease, in each case, free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.

  • The Section 363/365 Order shall have been entered by the Bankruptcy Court and such order shall not have been stayed, modified, reversed or amended in any manner; and the Seller shall have received from the Bankruptcy Court all other orders, approvals and consents required to transfer the Purchased Assets and to consummate the transactions contemplated by this Agreement.

  • The Seller shall have provided timely and proper service of notice of the Section 363/365 Order and the Sales Hearing to all Persons listed on Schedule 6.9 and Schedule 6.11.

  • These long-term relationships included gifts to Flora from HMS employees and testimonials by Flora on behalf of HMS, in apparent violation of the Public Officers Law.

  • Buyer acknowledges and agrees that Shareholder is required to and shall seek higher or better offers for the Common Shares until such time as the Section 363/365 Order is entered.

  • Subject to the entry and effectiveness of the order of the Bankruptcy Court in substantially the form of EXHIBIT "A" hereto (the "Section 363/365 Order"), this Agreement has been duly executed and delivered by the Company and the Shareholder and constitutes the valid and binding obligation of each such party, enforceable against each such party in accordance with its terms.

  • Subject to the entry and effectiveness of the Section 363/365 Order, neither the execution, delivery and performance of this Agreement by the Company and the Shareholder nor the consummation of the transactions contemplated hereby will (i) violate any provision of any Charter Document, or (ii) violate, in any material respect, any statute, rule, regulation, order or decree of any public body or authority by which the Company or the Shareholder or its respective properties or assets are bound.

  • The Section 363/365 Order shall have been entered in substantially the form attached hereto.

Related to 363/365 Order

  • Bankruptcy Order means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, winding-up, dissolution or reorganization, or appointing a Custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or compromise of indebtedness or other relief of a debtor.

  • Sale Order means an Order of the Bankruptcy Court approving the Transactions, in form and substance (with respect to the provisions of such Sale Order applicable to the Acquired Assets only) reasonably acceptable to each of the Parties.

  • Bankruptcy Court has the meaning set forth in the Recitals.

  • Approval Order means (i) an order in the form attached hereto as Exhibit 2; or (ii) in the event of a timely objection to the motion to approve the Agreement that if sustained would reduce the full Settlement Amount available to pay Asbestos-Released Claims, an order in such form agreed to in writing by the Parties, entered by the Bankruptcy Court that (a) approves this Agreement, (b) authorizes the Parties to undertake the settlement and the sale of the Subject Policies as set forth in this Agreement, and (c) provides for the Injunction.

  • Financing Order means an order of the commission approving the issuance of securitization bonds and the creation of securitization charges and any corresponding utility rate reductions.

  • U.S. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York.

  • Levy Order means an Order made by the Commission under paragraph 16 of the Schedule to the Act.

  • Preliminary Approval Order means the proposed Order Granting Preliminary Approval of Class Action Settlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of Settlement, which, subject to the approval of the Court, shall be substantially in the form attached hereto as Exhibit A.

  • Interim DIP Order means an interim order of the Bankruptcy Court approving the DIP Facilities Motion, which order shall be consistent in all material respects with this Agreement and the DIP Credit Agreements, and otherwise in form and substance acceptable to the Debtors and the Requisite Consenting Creditors.

  • Final Order means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.

  • DIP Order means the Interim Order and, upon entry thereof, the Final Order.

  • Bid Procedures Order means an Order of the Bankruptcy Court that (a) is in substantially the form set forth as Exhibit A to this Agreement or otherwise in a form reasonably satisfactory to the Sellers and acceptable to the Buyer in its sole discretion, and (b) approves procedures for the solicitation and consideration of competitive bids for the Assets under the terms and conditions of this Agreement and authorizing the protections set forth in Article 11 for the Buyer.

  • Interim Order means the interim order of the Court made in connection with the process for obtaining shareholder approval of the Arrangement and related matters, as such order may be amended, supplemented or varied by the Court;

  • Bidding Procedures Order means that certain order of the Bankruptcy Court, entitled “Order (A) Approving Sale Procedures and Bid Protections, Including Break-Up Fee(s), In Connection With Sale Of Substantially All Assets; (B) Scheduling An Auction For And Hearing To Approve One Or More Sales; (C) Approving Notice Of Respective Date, Time And Place For Auction And For Hearing On Approval Of Sale(s),” entered on January 16, 2009.

  • Sale Motion means the motion or motions of Sellers filed with the Bankruptcy Court seeking approval and entry of the Sale Order.

  • Local Bankruptcy Rules means the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware.

  • Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure.

  • DIP Financing Order means the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e), (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. § 363 and (C) to Purchase Certain Assets Pursuant to 11 U.S.C. § 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant To 11 U.S.C. §§ 361, 362, 363 and 364, entered March 1, 2009 (Docket No.1002).

  • Scheduling Order means the scheduling order to be entered pursuant to Rule 23.1 of the Rules of the Court of Chancery, substantially in the form attached hereto as Exhibit A.

  • Bankruptcy Cases has the meaning set forth in the Recitals.

  • U.S. Bankruptcy Code means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

  • United States Bankruptcy Code means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law.

  • Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

  • Chapter 11 means Chapter 11 of the Bankruptcy Code.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • FCC Order means Federal Communications Commission Order 94-102 (61 Federal Register 40348)