Reorganization Plan and Confirmation Order Sample Clauses

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Reorganization Plan and Confirmation Order. 68 Section 9.2.8. Landlord Lien Waivers; Etc. . . . . . . . . . . 69 Section 9.2.9.
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Reorganization Plan and Confirmation Order. (a) The final terms of the Reorganization Plan to be consummated and the order of the Bankruptcy Court approving such Reorganization Plan (the "Confirmation Order") shall be satisfactory to the Agent and the Surety in all respects including, without limitation, the requirement that, except as approved by the Agent and the Surety, all prepetition claims against and all interests in the Borrower shall be discharged and/or extinguished pursuant to the Reorganization Plan and that no Obligations hereunder or Liens in favor of the Agent or the Banks shall be discharged until all such Obligations shall be paid in full in cash and that all such claims and Liens shall survive the discharge of the Borrower under Section 1141 of the Bankruptcy Code. The Bankruptcy Court shall have approved any amendments or modifications to the Reorganization Plan or the Confirmation Order and entered any and all related orders requested or approved by the Agent and the Surety in connection therewith, and no other amendments or modifications thereto shall have occurred. All conditions precedent to the consummation of the Reorganization Plan shall have been met (or the waiver thereof shall have been consented to by the Agent and the Surety) and the substantive consummation of the Reorganization Plan shall have occurred or shall be scheduled to occur but for the initial Exit Loans to be made on the Exit Facility Date. The Agent and the Surety shall be satisfied with the equity ownership of the Borrower, the composition of the Borrower's board of directors, and the key executive and financial management of the Borrower. The Confirmation Order shall not have been reversed, modified, amended, or stayed, shall be in full force and effect, and, unless otherwise agreed by the Agent and the Surety, all appeal periods relating to the Confirmation Order shall have expired, and, unless otherwise agreed by the Agent and the Surety, no appeals from the Confirmation Order shall be outstanding. Except as consented to by the Agent and the Surety, or set forth in Section 9.2.7(b), the Bankruptcy Court's retention of jurisdiction under the Confirmation Order shall not govern the enforcement of the Loan Document or Security Documents from and after the Exit Facility Date, or any rights or remedies relating thereto. With respect to provisions of this Agreement which permit matters provided for in the Reorganization Plan, such permission is granted only to the extent such matters are clearly disclosed an...
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Related to Reorganization Plan and Confirmation Order

  • Confirmation Order The Bankruptcy Court shall have entered the Confirmation Order, and such Order shall be a Final Order.

  • Sale Order The Sale Order shall, among other things, (a) approve, 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 Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer 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, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer 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 Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller 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 (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Company will, as soon as reasonably practicable (but in any event within two (2) Business Days) thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to the BCBCA.

  • Plan of Reorganization It is intended that the Merger and the Bank Merger shall each qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code.

  • Litigation; Orders There is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s properties, assets, business or employees. To the knowledge of the Acquiror Company, there is no fact that might result in or form the basis for any such Proceeding. The Acquiror Company is not subject to any Orders.