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pursuant to the Asset Purchase Agreement by the Reon~anized <br />Debtors (a) will be a legnl, valid and effective transfer of such <br />Assets to DJJ or a DJJ Designee; (b) will vect DJJ ox• a DJJ <br />Designee with good title to the Assets Tree and cleax• of any and <br />all liens, charges, claims, encumbrances, or interests including, <br />without limitation, those listed in Paragraph 1.4 0! the Aseet <br />Purchase Agreement, which are incorpozated by reference as is <br />fully set forth herein (collectively, the "Encumbrances") and no <br />such Encumbrance shall be asserted against the Assets, DJJ or <br />DJJ's Designee by any person or entity; (c) does not +and will not <br />constitute a fraudulent or avoidnble transfer or conv~ayance <br />under the Bankruptcy=Code or under the lava of the United States, <br />any state, territory, possession or in the District o~` Columbia; <br />and (d) will not subject A7J (or any of its affiliate:;, <br />subsidiaries, officers, directors, employees, agents, <br />representatives, or professionals) to any liability~~ar any <br />Encumbrances or other liabilities or claims lrom any creditors of <br />the Reorganized Debtors or any other persons or entities, by <br />reason of such transfer under the lava of the United States, any <br />state, territory, or possession thereof, or the District oP <br />Columbia based, in whole or in part, directly or indirectly, on <br />any theory of lnw, including, without limitation, any •theory of <br />successor or transferee liability. <br />5 <br />