Common use of The Approval Order Clause in Contracts

The Approval Order. The Approval Order shall have been entered by the Bankruptcy Court and shall not have been reversed, stayed, modified or amended in any manner materially adverse to Buyer. The "APPROVAL ORDER" shall be an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to the Sellers and Buyer approving this Agreement and all of the terms and conditions hereof, and approving and authorizing the Sellers to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, such order shall find and provide, among other things, that (i) the Assets sold to Buyer pursuant to this Agreement shall be transferred to Buyer free and clear of all Liens and Liabilities of any Person, such Liens and Liabilities to attach to the Purchase Price payable pursuant to Section 3.2; (ii) Buyer has acted in good faith within the meaning of Section 363(m) of the Bankruptcy Code and, as such, is entitled to the protections afforded thereby; (iii) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm's length bargaining positions; (iv) Buyer is not acquiring or assuming any of Sellers' or any other Person's Liabilities except as expressly provided in this Agreement; (v) all Assumed Contracts, Assumed Equipment Leases and Assumed Real Property Leases (and any additional executory contracts and unexpired leases that Buyer designates for assumption and assignment) shall be assumed by the Sellers and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code and, as required by this Agreement, the Sellers shall be obligated to pay all Cure Amounts in respect thereof, and Buyer shall have no obligation to pay, or any Liability for, such Cure Amounts and, thereafter shall have no further Liability under such Assumed Contracts, the Assumed Equipment Leases and the Assumed Real Property Leases pursuant to Section 365(k) of the Bankruptcy Code; (vi) Buyer is entitled to assume the Interconnection and Collocation Agreements and perform post-closing obligations thereunder only with respect to the Assumed Central Office Locations listed on SCHEDULE 2.1(e) that Buyer will operate after the Closing Date; (vii) the Sellers are authorized and directed to discontinue active Business operations in the event that this Agreement is terminated; (viii) 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 10.11 hereof; (ix) 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, Seller or any chapter 7 or chapter 11 trustee of any Seller and its estate; and (x) from and after the date of the entry of the Approval Order and the interim order approving the Post-Petition Financing, the Sellers shall only use funds made available to them by Buyer either under the Post-Petition Financing (including proceeds of the Collateral) or Section 9.1 hereof to fund the operations of the Business and the Sellers' obligations under this Agreement shall be subject to the foregoing limitation.

The Approval Order. The Approval Order Bankruptcy Court shall have been entered by the Bankruptcy Court and shall not have been reversed, stayed, modified or amended in any manner materially adverse to BuyerApproval Order. The "APPROVAL ORDER" shall be an order or orders of the Bankruptcy Court Court, in form and substance reasonably acceptable to the Sellers and Buyer Buyer, approving this Agreement and all of the terms and conditions hereof, and approving and authorizing the Sellers to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, such order shall find and provide, among other things, that (ia) the Assets Assets, subject to the Bankruptcy Court's jurisdiction, shall be sold to Buyer pursuant to this Agreement and shall be transferred to Buyer free and clear of all Liens and Liabilities of any Person, such Liens and Liabilities to attach to the Purchase Price payable pursuant to Section 3.2; (iib) Buyer has acted in good faith within the meaning of Section 363(m) of the Bankruptcy Code and, as such, is entitled to the protections afforded thereby; (iiic) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm's length bargaining positions; (ivd) Buyer is not acquiring or assuming any of Sellers' or any other Person's Liabilities except as expressly provided in this Agreement; (ve) all Assumed Contracts, Assumed Equipment Leases and Assumed Real Property Leases (and any additional executory contracts and unexpired leases that Buyer designates for assumption and assignment) shall be assumed by the Sellers and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code and, as required by this Agreement, the Sellers shall be obligated to pay all Cure Amounts in respect thereof, and Buyer shall have no obligation to pay, or any Liability for, such Cure Amounts and, thereafter Sellers shall have no further Liability under such Assumed Contracts, the Assumed Equipment Leases and the Assumed Real Property Leases pursuant to Section 365(k) of the Bankruptcy Code; (vi) Buyer is entitled to assume the Interconnection and Collocation Agreements and perform post-closing obligations thereunder only with respect to the Assumed Central Office Locations listed on SCHEDULE 2.1(e) that Buyer will operate after the Closing Date; (vii) the Sellers are authorized and directed to discontinue active Business operations in the event that this Agreement is terminated; (viiif) 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 10.11 10.10 hereof; and (ixg) 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, Seller Sellers or any chapter 7 or chapter 11 trustee of any Seller Sellers and its estate; and (x) from and after the date of the entry of the Approval Order and the interim order approving the Post-Petition Financing, the Sellers shall only use funds made available to them by Buyer either under the Post-Petition Financing (including proceeds of the Collateral) or Section 9.1 hereof to fund the operations of the Business and the Sellers' obligations under this Agreement shall be subject to the foregoing limitationtheir estates.