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<br />Notice (Docket No. 236) that included (a) the title of the Assigned Contract, (b) the name of the
<br />counterparty to the Assigned Contract, (c) any applicable Cure Costs, (d) the deadline by which
<br />any such Assigned Contract counterparty must file an objection ("Cure Objection") to the
<br />proposed assumption and assignment. No other or further notice is required.
<br />33. Oblecfions to Assumption and Assignment Except as provided herein, all Cure
<br />Objections have been overruled, withdrawn, waived, settled, or otherwise resolved at the Sale
<br />Hearing. The pendency of a dispute relating to a particular Assigned Contract shall not prevent or
<br />delay the assumption and assignment of any other Assigned Contract or the closing of the Sale
<br />Transaction.
<br />34. Any non -debtor counterparty to the Assigned Contract designated for the Debtors'
<br />assumption and assignment to the Buyers that has not filed an Objection on or before the deadline
<br />as set forth in the relevant Assumption/Assignment Notice is hereby enjoined from taking any
<br />action against the Buyers or the Assets with respect to any claim for cure under such Assigned
<br />Contract and shall be barred from objecting or asserting monetary or non -monetary defaults with
<br />respect to any such Assigned Contract, and such Assigned Contract shall be deemed assumed by
<br />the Debtors and assigned to the Buyers on the Closing Date. To the extent that any non -Debtor
<br />counterparty to any of the Assigned Contracts failed to timely file an objection to my of the
<br />proposed Cure Costs filed with the Bankruptcy Court, the Core Cost listed in the Cure Notice shall
<br />be deemed to be the =tire cure obligation due and owing under any of the applicable Assigned
<br />Contracts. Except for the Core Costs, there are no defaults existing under the Assigned Contracts,
<br />nor shall there exist my event or condition which, with the passage of time or giving of notice, or
<br />both, would constitute such a default.
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<br />39. Release of Buyers. Upon consummation of the Sale Transaction, the Debtors and
<br />their estates are deemed to release and forever discharge Buyers and Buyers' Related Persons from
<br />my and all claims, causes of action, obligations, liabilities, demands, losses, costs, and expenses
<br />of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, relating to
<br />all activities or conduct (a) after the Petition Date with respect to any Buyer other than the Stalking
<br />Horse Bidder, or (b) before or after the Petition Date with respect to the Stalking Horse Bidder,
<br />related to the negotiation of the Sale Agreements, the Sale Tnmsaction, the Auction, or otherwise
<br />related in my way to the sale of the Assets or assignment of the Assigned Contracts, except for
<br />liabilities and obligations expressly assumed under the applicable Sale Agreements. This
<br />provision is without prejudice to any Challenges that may be brought by the Committee against
<br />the Prepetition Secured Parties; provided however, that the Committee shall not have the right to
<br />bring any Challenge that is resolved pursuant to Stipulation or otherwise resolved pursuant to the
<br />terms hereof.
<br />40. Amendments. Subject to the terns of the applicable Sale Agreements, the Sale
<br />Agreements and any related agreements may be waived, modified, amended, or supplemented by
<br />agreement of the Debtors and the Buyers, without further action or order of the Bankruptcy Court;
<br />Providedhowever, that any such waiver, modification, amendment or supplement does not have
<br />a material and adverse effect on the Debtors and their estates. The Debtors and the Buyers are
<br />expressly authorized, without further order of the Bankruptcy Court, to execute an amendment to
<br />Sale Agreements to provide for the Closing to occur on one or more Closing Dates and to take all
<br />further actions as may reasonably be requested by the Buyers (or any of them, which includes any
<br />designees or assignees of the Buyers as contemplated by the Sale Agreements, or any of them).
<br />Any material modification, amendment, or supplement to the Sale Agreements that has a material
<br />35. Direction to Assumed Contacts Counternarda, All counterparties to the
<br />Assigned Contracts shall cooperate and expeditiously execute and deliver, upon the reasonable
<br />requests of the Buyers, and shall not charge the Buyers for, any instruments, applications, consents,
<br />or other documents that may be required or requested by any public or quasi -public authority or
<br />other party or entity to effectuate the applicable transfers in connection with the Sale Transaction.
<br />Nothing in this Order, the Motion, the Cure Notice, or any notice or any other document is or shall
<br />be deemed an admission by the Debtors that any contract is an executory contract or must be
<br />assumed and assigned pursuant to the Sale Agreements or in order to consummate the Sale
<br />Transaction.
<br />36. The failure of the Debtors or Buyers to enforce at any time one or more terms or
<br />conditions of any Assigned Contract shall not constitute a waiver of any such terms or conditions,
<br />or of the Debtors' or Buyers' rights to enforce every term and condition of the Assigned Contracts.
<br />37. Section 365(k). Pursuant to section 365(k) of the Bankruptcy Code, effective on
<br />the Closing, the assignment of the Assigned Contracts to the Buyers relieves the Debtors' estates
<br />from any liability for any breach of such contract or lease occurring after such assignment.
<br />38. Residual Lease Blights. The Stalking Horse Agreement includes the purchase of
<br />any and all residual rights of Sellers under any expired, terminated, or rejected Lease (as defined
<br />in the Stalking Horse Agreement) ("Residual (.ease Rights") to enter onto the real property
<br />subject to such Lease to conduct reclamation activities, remove equipment, or otherwise in
<br />connection with the Purchased Operations (the "Purchased Residual Lease Melt "). Upon
<br />rejection of such Lease(s), the Stalking Horse Bidder shall own such Purchased Residual Lease
<br />Rights subject to applicable state law governing the rights of the parties upon a breach of a lease
<br />and the applicable Lease provisions regarding same.
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<br />and adverse effect on the Debtors and their estates must be approved by order of the Bankruptcy
<br />Court following a motion on notice to all interested parties.
<br />41. Failure to SperM Provisions. The failure specifically to include any particular
<br />provisions of the applicable Sale Agreements or my related agreements in this Order shall not
<br />diminish or impair the effectiveness of such provision, it being the intent of the Bankruptcy Court,
<br />the Debtors, and the Buyers that the Sale Agreements and any related agreements are authorized
<br />and approved in their entirety with such amendments thereto as may be made by the parties in
<br />accordance with this Order. Likewise, all of the provisions of this Order are non -severable and
<br />mutually dependent.
<br />42. No Modification by Plan. This Order shall not be modified by any Chapter l l plan
<br />confirmed in these Chapter I 1 Cases.
<br />43. Bindine Order. This Order shall be binding upon and govern the acts of all persons
<br />and entities, including without limitation, (i) the Debtors, the Buyers and Buyers' Related Persons,
<br />their respective successors and permitted assigns, including, without limitation, any trustees,
<br />examiners, "responsible persons," or other fiduciaries appointed in these Chapter 1 I Cases for the
<br />Debtors' estates or any trustee appointed in a chapter 7 case if this ease is convened from chapter
<br />11, a6 creditors of any Debtor (whether (mown or unknown); (ii) a6 creditors and interest holders
<br />of the Debtors, all non -debtor parties to any Assigned Contracts, and the Creditor's Committee
<br />and each of their respective successors and permitted assigns; (ifi) filing agents, filing officers,
<br />title agents, title companies, recording agencies, recorders of mortgages, recorders of deeds,
<br />registrars of deeds, administrative agencies or units, governmental departments or units, secretaries
<br />of state, federal, state and local officials, and all other persons and entities who may be required
<br />by operation of law, the duties of their office, or contract to accept, file, register, or otherwise
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