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3. The relief sought in the ?lotion is fair, ~ust~~fied and <br />reasonable and is supported by the facts and circumstanc:es set <br />forth in the Motion,~the testimony, evidence and record nt the <br />hearing in respect of the Motion, and the record o! these cases. <br />4. The Motion is granted in all respects and the sale of <br />the Assets to DJJ pursuant to the terms of the Asset Purchase <br />Agreement, substantially in the form attached as Exhibit A to the <br />Motion (the "Asset Purchase Agreement") is approved. <br />5. The Reorganized Debtors have offered uncontested <br />testimony and evidence that the price at which the Assets are to <br />be sold is (a) q=enter than the nggregate value of all liens, if <br />any, on such Assets and (b) fair consideration for such Assets. <br />6. The Reorganized Debtors have offered uncontested <br />testimony and evidence as to the good faith, arm's length <br />negotiation of DJJ's purchase of the Assets. DJJ is a good faith <br />purchaser within the meaning of Bankruptcy Code section 363(m) <br />and is entitled`to all the protecEion thereunder. <br />7. The Reorgnnized Debtors are hereby aut:horizeC! and <br />directed to execute, deliver, and perform their recpect:ive <br />obligations under the Asset Purchase Agreement and to execute any <br />and all other documents, instruments and agreements ar:d to tnke <br />any and all actions necessary to complete the sale of t:he Assets. <br />Upon its execution and delivery by all parties thereto,. the Asset <br />Purchase Agreement shnll be valid, binding upon and enforceable <br />3 <br />