Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.
Bankruptcy Court Approval. In the event that the Company is or becomes a debtor under Chapter 11 of the Bankruptcy Code, whether voluntarily or involuntarily, the Company shall seek an order authorizing the employment of Xxxxxxxx Xxxxx pursuant to the terms of this Agreement, as a professional person pursuant to, and subject to the standard of review of, Section 328(a) of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and applicable local rules and orders and not subject to any other standard of review under Section 330 of the Bankruptcy Code. In so agreeing to seek Xxxxxxxx Lokey’s retention under Section 328(a) of the Bankruptcy Code, the Company acknowledges that it believes that Xxxxxxxx Lokey’s general restructuring experience and expertise, its knowledge of the capital markets and its merger and acquisition capabilities will inure to the benefit of the Company in pursuing any Transaction, that the value to the Company of Xxxxxxxx Lokey’s services derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the contingent Transaction Fee(s) is reasonable regardless of the number of hours to be expended by Xxxxxxxx Lokey’s professionals in the performance of the services to be provided hereunder. The Company shall submit Xxxxxxxx Lokey's employment application as soon as practicable following the Company’s filing of a voluntary Chapter 11 case, or the entry of an order for relief in any involuntary case filed against the Company, and use its best efforts to cause such application to be considered on the most expedited basis. The employment application and the proposed order authorizing employment of Xxxxxxxx Xxxxx shall be provided to Xxxxxxxx Xxxxx as much in advance of any Chapter 11 filing as is practicable, and must be acceptable to Xxxxxxxx Xxxxx in its sole discretion. Following entry of the order authorizing the employment of Xxxxxxxx Xxxxx, the Company shall pay all fees and expenses due pursuant to this Agreement, as approved by the court having jurisdiction of the bankruptcy case involving the Company (the “Bankruptcy Court”), as promptly as possible in accordance with the terms of this Agreement and the order of such Bankruptcy Court, the Bankruptcy Code, the Bankruptcy Rules and applicable local rules and orders, and will work with Xxxxxxxx Xxxxx to promptly file any and all necessary applications regarding such fees and expenses with the Bankruptcy Court. Xxxxxxxx Xxxxx sha...
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. This Agreement is subject to the approval of 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. The obligations of Sellers under this Agreement are subject to approval of the Bankruptcy Court to the extent (and only to the extent) required by Law.
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 term “Effective Date” means the date on which the Company receives Bankruptcy Court approval of this Agreement.
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. 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.
