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<br />P. Acquired Assets Property of Debtors' Estates. The Assets to be transferred
<br />and/or assigned, as applicable, to the Buyers pursuant to the Sale Agreements are property of the
<br />Debtors' estates and title thereto is vested in the Debtors' estates within the meaning of section
<br />541(a) of the Banlwptcy Code. The Debtors are the sole and lawful ownersof the Assets. Subject
<br />to the entry of this Order, the Debtors: (i) have full power and authority to deliver the Sale
<br />Agreements and all other documents contemplated thereby; (ii) bave all of the power and authority
<br />necessary to perform their obligations and to consummate the transactions contemplated by the
<br />Sale Agreements; and (iii) have taken all corporate action necessary to authorize and approve the
<br />Sale Agreements, the Sale Transaction, the assignment of the Assigned Contracts, and all other
<br />actions required to be performed by the Debtors in order to consummate the transactions
<br />contemplated in the Sale Agreements. No consents or approvals, other than those expressly
<br />provided for in the Sale Agreements or this Order, are required for the Debtors to consummate the
<br />Sale Transaction.
<br />Q. Transfer of Assets and Assumed Liabilities. The transfer of the Assets and
<br />Assumed Liabilities (as such term is defined in the Sale Agreements) in accordance with the terns
<br />of this Order is integral to the Sale Agreements and is in the best interests of the Debtors, their
<br />estates and their creditors, and the Debtors have an adequate business justification therefor.
<br />R. Assumption and Assimment in Best Interests. The Debtors' assumption and
<br />assignment of the Assigned Contracts pursuant to the terms of this Order is integral to the Sale
<br />Transaction and is in the best interests of the Debtors, their estates, their creditors, and all other
<br />parties in interest and represents the Debtors' exercise of sound and reasonable business judgment.
<br />The Assigned Contracts being assigned to the Buyers are an integral pan of the Assets being
<br />purchased by the Buyers, and accordingly, such assumption and assignment of the Assigned
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<br />compensation to any party for any actual pecuniary loss to such party resulting from such default
<br />under any of the Assigned Contracts within the meaning of section 365(bxl)(B) of the Bankruptcy
<br />Code. Each of the Buyers has provided adequate assurance of future performance of and under the
<br />Assigned Contracts, within the meaning of section 365(b)(1xC) of the Bankruptcy Code
<br />(including to the extent, if any, modified by section 365(b)(3) of the Bankruptcy Code). The non -
<br />Debtor parties to the Assigned Contracts were given notice and the opportunity to object and are
<br />deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code. Except as
<br />expressly set forth in the Sale Agreements, the transfer of the Assigned Contracts will not subject
<br />the Buyers or their assignees or designees, as applicable, to any liability whatsoever prior to the
<br />Closing Date, or by reason of such transfer under any applicable Laws or based, in whole or in
<br />part, on any theory of law or equity.
<br />U. Free and Clear. The sale and assignment of the Assets to the respective Buyers
<br />will be, as of the Closing Date, a legal, valid and effective transfer of such assets, and each such
<br />transfer and assignment shall, upon the Closing Date, vest the respective Buyers with all right,
<br />title, and interest of the Debtors to the Assets free and clear of all Interests, with any such Interests
<br />to attach to the net proceeds to be received by the Debtors in the same priority and subject to the
<br />same defenses and avoidability, if any, as were in existence on the Closing Date. None of the
<br />Buyers would enter into the Sale Transaction if the sale of the Assets were not Gee and clear of all
<br />Interests, or if the Buyers would, or in the future could, be liable for any such Interests. A sale of
<br />the Assets other than one Gee and clear of all Interests would adversely impact the Debtors' estates
<br />and would yield substantially less value for the Debtors' estates, with less certainty than the Sale
<br />Transaction. There is no better available alternative for the Assets than the sales to the Buyers.
<br />Contracts is reasonable and enhances the value of the Debtors' estates. Pursuant to section 365(f)
<br />of the Bankruptcy Code, the Assigned Contracts shall be assigned and transferred to, and remain
<br />in full force and effect for the benefit of, the Buyers notwithstanding any provision of the Assigned
<br />Contracts or other restriction prohibiting their assignment or transfer.
<br />S. Cure Costs. The Cure Costs required to be paid pursuant to section 365(b) of the
<br />Bankruptcy Code, whether agreed or judicially resolved, and as set forth in the Cure Notice are
<br />deemed to be the entire cure obligation due and owing under the Assigned Contracts under
<br />Bankruptcy Code section 365(b). To the extent that any non -Debtor counterparty to any of the
<br />Assigned Contracts failed to timely file an objection to any of the proposed Cure Costs filed with
<br />the Bankruptcy Court, the cure cost listed in the Core Notice shall be deemed to be the entire cure
<br />obligation due and owing under any of the applicable Assigned Contracts. Each provision of the
<br />Assigned Contracts or applicable non -bankruptcy Law that purports to prohibit, restrict, or
<br />condition or could be construed as prohibiting, restricting, or conditioning assignment of any
<br />Assigned Contracts has been satisfied or is otherwise unenforceable under Bankruptcy Code
<br />section 365. Upon the assignment to the Buyers and the payment of the relevant Core Costs by the
<br />Buyers, as required by the Sale Agreements, each of the Assigned Contracts shall be deemed valid
<br />and binding and in full force and effect in accordance with its terms, and all defaults thereunder,
<br />if any, shall be deemed cured, subject to the provisions of this Order.
<br />T. Adequate Assurance. The Debtors have met all of the requirements of section
<br />365(b) of the Bankruptcy Code for each of the Assigned Contracts. The Debtors or the Buyers, as
<br />applicable, have provided adequate assurance of cure of any default existing prior to the Closing
<br />Date (as defined in the Sale Agreements) under any of the Assigned Contracts, within the meaning
<br />of section 365(b)(IXA) of the Bankruptcy Code, and provided adequate assurance of
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<br />V. Satisfaction of 363(f) Standards. The Debtors may sell and assign the Assets Gee
<br />and clear of all Interests, because, with respect to each creditor asserting an Interest, one or more
<br />of the standards set forth in sections 363(f)(I){5) of the Bankruptcy Code has been satisfied.
<br />Those holders of Interests who did not object or who withdrew their objections to the Sale
<br />Transaction or any Assumption/Assignment Notice are deemed to have consented to the Sale
<br />Motion and the Sale Transaction under section 363(f)(2) of the Bankruptcy Code. Those holders
<br />of Interests in the Assets who did object fall within one or more of the other subsections of section
<br />363(f) of the Bankruptcy Code and are adequately protected by having their Interests (if any) attach
<br />to the net proceeds of the Sale Transaction ultimately attributable to the Assets in which such
<br />holders allege an Interest, in the same order of priority, with the same validity, force, and effect
<br />that such holder had prior to the Sale Transaction, and subject to any claims and defenses the
<br />Debtors and then estates may possess with respect thereto. An injunction against creditors and
<br />third parties pursuing Interests is necessary to induce each of the Buyers to close the Sale
<br />Transaction; the issuance of such an injunction is therefore necessary to avoid irreparable injury
<br />to the Debtors' estates and will benefit all creditors.
<br />W. No Successor Liability. Each of the Buyers, their Designated Purchasers) (as
<br />defined in the applicable Sale Agreements), their respective designees, and their respective
<br />predecessors, successors, assigns, affiliates, shareholders, members, partners, principals, directors,
<br />officers, and employees (or equivalent ofany ofthe foregoing) (`Buyers' Related Persons") shall
<br />have no obligations withrespect to any liabilities of the Debtors other than the Assumed Liabilities
<br />and will not and shall not be deemed or considered, by any theory of law or equity, (i) to be a legal
<br />successor in any respect to the Debtors or their estates as a result of the consummation of the Sale
<br />Transaction contemplated by the Sale Agreements or any other event occurring in these Chapter
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