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GENERAL40045
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Last modified
8/24/2016 7:59:20 PM
Creation date
11/23/2007 10:28:47 AM
Metadata
Fields
Template:
DRMS Permit Index
Permit No
M1977376
IBM Index Class Name
General Documents
Doc Date
7/6/1993
Doc Name
REORGANIZED DEBTORS MOTION DATED 7/1/93 FOR APPROVAL TO SELL PROPERTY PLANT AND EQUIPMENT FORMERLY
Media Type
D
Archive
No
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(c) Such other documents of assignment and <br />transfer as, and in such form as, Buyer has requested with <br />respect to the Assets. <br />(d) Copies of resolutions of the Seller's <br />and DMC's respective boards of directors and shareholders <br />approving this Agreement and the Contemplated Transactions, <br />certified by the respective Secretaries of the Seller and DMC as <br />of the Closing Date. <br />(e) A certified copy of the Sale Order which <br />is no longer subject to appeal and which is satisfactory in form <br />and substance to Buyer and its counsel, among other things, (i) <br />approving and confirming the sale of the Assets to Buyer, free <br />and clear of all claims, mortgages, liens, judgment liens, <br />security interests, pledges, options, restrictions and other <br />Encumbrances, except Permitted.Encumbrances, (ii) ratifying <br />Seller's and DMC's execution and authorizing implementation of <br />this Agreement and (iii) finding and ordering that Buyer has <br />purchased the Assets in good faith within the meaning of 11 <br />U.S.C. 4363(m) and that Buyer is entitled to the protection of 11 <br />U.S.C. §363(m). <br />(f) A binding commitment to issue a policy <br />of title insurance satisfactory to Buyer and its counsel insuring <br />the Buyer's title to the real property described in Section <br />1.2(b) hereof is free and clear as provided in Section 1.1 <br />hereof. <br />(g) All other documents, instruments and <br />writings required by this Agreement to be delivered by Seller and <br />DMC at the Closing. <br />2.3 Deliveries by Buyer. At the Closing Buyer <br />shall deliver the following to Seller: <br />(a) Immediately available funds by wire <br />transfer payable to the order of Seller in the amount of the <br />Price, less the adjustments for sales tax in Section 1.5. <br />(b) An assumption of th.e Assigned Contracts <br />in the form of Exhibit 2.3(b) hereto. <br />(c) Copies of the resolutions of Buyer's <br />board of directors approving this Agreement and the Contemplated <br />Transactions, certified by the Secretary of Buyer as of the <br />Closing Date. <br />(d) All other documents, instruments and <br />writings required by this Agreement to be delivered by Buyer at <br />the Closing. <br />6 <br />
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