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which the personal property will be sold free and clear pursue nt
<br />to Che Plan and the Sale Order.
<br />7.6. Other Consents. No consent of any person !s
<br />neceeaery to the execution, delivery and performance of thi6
<br />Agreement or the consummatlan of the treneectlona contemplated
<br />sera in, including, but not limited to, consents from parties to
<br />leases or other egraements or commitments, other than the
<br />approval of Ue Bankruptcy Court, whleh obeli be a condition
<br />precedent to closing of the esla contempletad by tole Agreement.
<br />7.7. No Brnkera or Pindere. Neither the Boller
<br />nor any of Sie officers, direetore or employees has employed any
<br />proker or tindec or incurred any liability for any brokarege or
<br />tinders fees or commies ions or similar payments in connaetion
<br />with anyy of the contempletad trnnsactlona. Seller will ba
<br />responsible for any compensation which mpy be due to employees or
<br />former employees based on the traneactione contamplatad herein.
<br />Buyer repremante and warrants to, end agrees with,
<br />Sallar as follows:
<br />1. 1. QLgsn ization of Buver: Authorization. Buyer
<br />fee limited liability company duly organized, validly existing
<br />and in good atending under the love of Eenaes, with full power
<br />end suthority to execute end deliver Chia Agrr ament end to
<br />perform Ste obllgatlone hereunder. The execution, delivery end
<br />performance of this Agreement have been duly authorized by dll
<br />neceaeary action, and this Agreement toner ltutem s valid and
<br />binding obligation of Buyer, enforceable egairet St !n accordance
<br />with Sts terms.
<br />a.2. No ConCl!ct ee to Buver. Neither the
<br />execution and delivery of thlm Agreement nor 'fie performance of
<br />Buyer's obligations hereunder, nor the coneummatlon of the
<br />trenasctlonm contempletad haroby will (a) violate nny provlmlona
<br />of the orgenizetionel documents of Buyer, (b) violets, ba !n
<br />conflict with, or conatltute a default (ot en event which, rith
<br />notice or lapse of flea or both, would conatltute s default)
<br />under any agreement or commitment to which Buyer Ss party or (c}
<br />violnte any atetute or law or any Sudgment, decree, order,
<br />regulation or rule of any court or other governmantsl body
<br />applicable to Buyer.
<br />a.7. No Brokers or Plndere. Neither Buyer nor soy
<br />o[ lie officers, directors or employees hoe employed any broker
<br />or Ll ndsr or incurred any liability for any brokarege or finder'^
<br />tees or commissions or similar payments in connection with the
<br />execution or implementation of rifle Agreement.
<br />5.1. !ecee t Pr D tipg B ok end A order.
<br />Prior to the Closing Data, Sallnt chell, at euyer'e request,
<br />afford or cause to Da afforded to th• agents, attorneys,
<br />accountants and other authorized repreeantstivas at Buyer
<br />reeaonebla eccee• during normal bucinecs hours in which Salley
<br />conducts Ste bueineae to all employees, proper[Sea, books and
<br />recordm relating to the bueineae of kMC. Except as otharvlca
<br />requited by law, ~BUyer egrae^ to retain ell Snformetion obtained
<br />Sn the course of itm due diligence or reported Sn any
<br />environmental reports with respect to the Aeaatm on a
<br />confldantlal basis end 1! the Cloaing does not occur, to return
<br />to Seller soy documents St may have received. After Closing,
<br />Buyer shell cooperate with Sallnt in prow Lding the documents end
<br />other information needed in resolving claims of and agalnat the
<br />Seller's estate.
<br />5.2. Goers tlon end Preeer•etlon of Business.
<br />(s) Except ae othervl ee required by lev or
<br />expressly permitted or contempletad by the Plen, without the
<br />prior written consent o[ Buyer (which shall not be unreasonably
<br />rlthhald) seller shall not, prior to Closing, scqu ire, mall or
<br />dispose of any of the Aaeats except (1) the acqulsStlon of rev
<br />materials and (11) sale of inventory in the ordinary nna ususl
<br />course of business.
<br />(b) Except ea otharviea required by lny,
<br />permitted by this Agreement or the Plan, or whore Buyer consents
<br />in writing to noncompliance with this subsection (b), Seller
<br />shell, after the data of th 1• Agreement end until iha Closing,
<br />opersta the buainoes o[ a74C as presently operated and only in the
<br />ordinary course and consistent with pact practices.
<br />(c) Seller shell, attar Che date of this
<br />Agreement and until the C1oming, continue to operate the bualnnsa
<br />of q1C without any material change in compliance with exl sting
<br />lava applicable thereto or applicable to the ownership end
<br />opernt ion o1 the qfC Land.
<br />All notices, consnnte and ocher communicatlona
<br />under this Agreement shell Ga !n writing end shall be deemed to
<br />have duly given when (a) delivered by hand, (b) sent 6y
<br />telacop ley (with receipt confirmed), provided that a copy is
<br />mailed by the following day, registered or certified mail, return
<br />rata ipt requested, or (c) when rr. c~lvad by the addressee, Sf sent
<br />by Expreec Mall, Federal Expreec or tether axpzece delivery
<br />service (recalpe requested), in each case to the appropriate
<br />eddreeaes and telecopler number set forth below (or to each other
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