Chapter 11 Cases definition
Examples of Chapter 11 Cases in a sentence
Where the Public Statement is required by applicable Law, the Chapter 11 Cases, a Governmental Authority, or stock exchange requirement, the Party required to make the Public Statement will use its commercially reasonable efforts to consult with the other Party, and consider in good faith any revisions proposed by the other Party, prior to making such disclosure, and shall limit such disclosure to only that information that is legally or otherwise required to be disclosed.
Sellers shall also promptly provide Buyer with copies of all pleadings received by or served by or upon Sellers in connection with the Chapter 11 Cases that relate to or, in Sellers’ judgment, are reasonably expected to affect the transactions provided for in this Agreement and which have not, to the actual knowledge of Sellers, otherwise been served on Buyer.
Except as set forth on Section 3.1.6 of the Seller Disclosure Schedules, as of the Original Execution Date, there are no material Orders of or by a court of competent jurisdiction or other Governmental Authority outstanding against Sellers with respect to the Business or any of the Purchased Assets, except for the Chapter 11 Cases.
If Sellers’ Chapter 11 Cases are closed, any Litigation arising out of or relating to this Agreement or any Ancillary Agreement shall be heard and determined exclusively in the federal and state courts in the Borough of Manhattan, City of New York, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Litigation and irrevocably waive the defense of any inconvenient forum to the maintenance of any such Litigation.
No press release, public statement or announcement or other public disclosure (a “Public Statement”) with respect to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby may be made except (a) with the prior written consent and joint approval of Buyer and Sellers, not to be unreasonably withheld, or (b) if required by applicable Law, the Chapter 11 Cases, a Governmental Authority, or stock exchange requirements.