Bankruptcy Court Approval Sample Clauses

Bankruptcy Court Approval. (a) As soon as practicable, but in any event within four business days following the execution of this Agreement, the Sellers shall file a motion in form and substance reasonably satisfactory to the Purchaser (the "Motion") under Sections 105, 363 and 1146(c) of the Bankruptcy Code seeking entry of an order (the "Bankruptcy Court Approval") approving this Agreement and the transactions contemplated hereby and containing the provisions set forth in (i) through (xi) below. The Bankruptcy Court Approval, substantially in the form of which is attached hereto as Exhibit B, shall, among other things: (i) grant the relief requested in the Motion; (ii) ratify and approve the execution and delivery of this Agreement by the Sellers and the Trustee on behalf of the Sellers and authorize the Sellers' performance hereunder and to authorize them to execute and deliver any additional documents and instruments requested by the Purchaser and to perform thereunder in order to carry out the provisions of and transactions contemplated by this Agreement; (iii) authorize and direct the Sellers to sell the Target Securities held by them, pursuant to the terms and conditions herein, to the Purchaser, free and clear of all and any Liens, liabilities and Claims of every kind or nature; (iv) authorize and direct the Trustee on behalf of the Sellers to vote the Target Securities in accordance with the provisions of Section 5.4; (v) determine that the Purchaser is a good faith purchaser pursuant to Section 363(m) of the Bankruptcy Code; (vi) determine that the Purchaser is not deemed to have, de facto or otherwise, merged with or into the Sellers or to be a mere continuation of the Sellers; (vii) determine that the Purchase Price is a fair and reasonable price for the Target Securities held by the Sellers; (viii) confirm the adequacy of notice to all creditors and parties in interest; (ix) provide for the retention of jurisdiction in the Bankruptcy Court over matters relating to the transactions contemplated in this Agreement as they relate to the Sellers; (x) exempt the transactions contemplated hereby from transfer taxes pursuant to Section 1146(c) of the Bankruptcy Code; and (xi) declare that neither the Company nor any Subsidiary of the Company nor any of their respective assets or properties is directly or indirectly liable for or subject to any Claim that has been or may be asserted against the Sellers or any of them, the Consolidated Estate, or any affiliate (other than the Com...
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Bankruptcy Court Approval. This Agreement is subject to the approval of the Bankruptcy Court. As such, this Agreement, including the respective releases and the transfers provided for in this Agreement, and all of the other terms, shall be of no force and effect and shall not give rise to any obligations on the part of any of the Parties hereto, until the Bankruptcy Court has approved this Agreement and entered an appropriate order or orders (an "Approval Order") in the Cases approving and effecting this Agreement, including, but not limited to, the releases and transfers required by this Agreement. The approval by the Bankruptcy Court of this Agreement may be requested in conjunction with the confirmation of the Plan so that the Approval Order is the Confirmation Order, provided however, in the event that the effective date of the Plan (the "Plan Effective Date") will not or is not anticipated to be the date that is 11 days after the confirmation hearing, unless the Parties agree in writing to a different date, then the Debtors shall request that the Bankruptcy Court also enter a separate Approval Order (the "Release and Injunction Order"), which may become a Final Order irrespective of the Confirmation Order, at the hearing on the confirmation of the Plan. Any Approval Order, including any Confirmation Order, (i) shall be in form and substance acceptable to KPN, with respect to the provisions in such Approval Order that impact this Agreement and/or the KPN Entities, the Debtors, and KPN; (ii) shall approve this Agreement; (iii) shall provide for the releases contained in Paragraphs 6 through 9 of this Agreement; (iv) shall provide for the injunction in Paragraph 9 of this Agreement; and (v) shall provide for the transfers contained in Paragraph 11 and Paragraph 12 of this Agreement. In the event that both a Confirmation Order and a Release and Injunction Order are submitted to the Bankruptcy Court for entry, both such Approval Orders shall provide for the releases and injunctions contained in this Agreement. The first Approval Order shall provide, and the Parties agree, that upon its entry by the Bankruptcy Court, the Debtors' First Adversary, the Debtors’ Second Adversary, and the Trade Creditor Preference Adversaries shall be dismissed with prejudice and the respective releases shall become effective, and the Parties further agree that they will take all steps necessary or appropriate to effect such dismissal with prejudice and release. The Parties shall cooperate in good faith ...
Bankruptcy Court Approval. The Bankruptcy Court shall have entered the Sale Order, in form and substance reasonably satisfactory to Seller, and the implementation, operation or effect of such order shall not be stayed or any stay entered shall have been dissolved.
Bankruptcy Court Approval. The Sale Order shall have been entered by the Bankruptcy Court.
Bankruptcy Court Approval. The Bankruptcy Court shall have approved this Amendment pursuant to an order in form and substance satisfactory to the Administrative Agent.
Bankruptcy Court Approval. This Agreement is subject to approval by the Bankruptcy Court.
Bankruptcy Court Approval. On March 22, 2006, the Company filed a voluntary petition for reorganization under chapter 11 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). The Company’s case is No. 00-00000-00 (the “Bankruptcy Case”). The parties acknowledge that this Agreement shall not be effective unless and until approved by the Bankruptcy Court. For purposes of this Agreement, the termEffective Date” means the date on which the Company receives Bankruptcy Court approval of this Agreement.
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Bankruptcy Court Approval. The Confirmation Order shall have been entered by the Bankruptcy Court, shall be a Final Order and shall be in full force and effect, and the Plan shall be effective in accordance with its terms.
Bankruptcy Court Approval. The obligations of Seller under this Agreement are subject to approval of the Bankruptcy Court.
Bankruptcy Court Approval. This Agreement will not be effective until the Agreement or a form of its terms have been approved by the Bankruptcy Court having jurisdiction over the Company's petition for reorganization.
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