Common use of Acquisition of Purchased Assets Clause in Contracts

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As of the date hereof, Borrower acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule hereto. (b) All actions and proceedings required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (ai) The Kennsco Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofKennsco Purchase Agreements and the assignments to be executed and delivered by Kennsco (or any of its affiliates or subsidiaries) thereunder, Borrower acquired and has good and marketable title to the Purchased Assetsassets purchased pursuant to the Kennsco Purchase Agreements, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (bii) All actions and proceedings proceedings, required by the Kennsco Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the Hart-ScottXxxxx-Rodino AntiXxxxxx Xxxi-Trust Improvements Act of 1976, as amended, or applicable laws dealing with bulk transfers) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (ciii) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Kennsco Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Kennsco Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Kennsco Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed by BlueLinx (or its Affiliates or Subsidiaries) and, to its knowledge, the Seller, in accordance with their terms. As terms in all material respects, including the fulfillment (not merely the waiver, except as may be disclosed to Agents) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its Affiliates or Subsidiaries) thereunder, Borrower BlueLinx acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings (other than obtaining any consents thereto where failure to do so would not cause a Material Adverse Effect), required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartHxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended, and any similar laws of Canada regarding sales of assets or combinations of business entities) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has has, to BlueLinx’s knowledge, been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements, all consents thereto from all applicable Governmental Authorities and other third parties, except where failure to obtain would not cause a Material Adverse Change, have been obtained and all waiting periods imposed by applicable law with regard thereto have expired. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower BlueLinx has delivered, or caused to be delivered, to LenderAgents, true, correct and complete copies of the Converse Sale Order and Purchase Agreements. The Purchase Agreements have not been amended, supplemented, waived or otherwise modified in any material respect without, in the case of the Purchase Agreements, the prior written consent of Agents if such amendment, supplement, waiver or other modification would, as determined by the Agents in their reasonable discretion, cause a Material Adverse Change. Set forth in Schedule 8.19 hereto is a correct and complete list of the No material default exists under any Purchase Agreements and all other agreementsAgreement by BlueLinx or, documents and instruments existing as of the date hereof between or among Borrowerto BlueLinx’s knowledge, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (ai) The POCI Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPOCI Purchase Agreements and the assignments to be executed and delivered by POCI (or any of its affiliates or subsidiaries) thereunder, Borrower acquired and has good and marketable title to the Purchased Assetsassets purchased pursuant to the POCI Purchase Agreements, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (bii) All actions and proceedings proceedings, required by the POCI Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartXxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended, or applicable laws dealing with bulk transfers) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (ciii) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the POCI Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the POCI Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the POCI Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Agent and consented to in writing by Agent) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and Sales Order and the assignments to be executed and delivered by Sellers (or any of their affiliates or subsidiaries) thereunder, Borrower Borrowers acquired and has have good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartXxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Sales Order (i) has been duly entered, (ii) is valid, subsisting in full force and continuing, (iii) effect and has not been revokedreversed, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto)stayed, modified, reversed on or amended, no appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject has been filed with respect to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements Sales Order within the meaning of Section 363(mtime period specified by Rule 8002(a) of the Federal Rules of Bankruptcy Code.Procedure and Sellers and Borrowers have performed their respective obligations under the Sales Order in all respects; (e) Borrower has Borrowers have delivered, or caused to be delivered, to LenderAgent, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of Sales Order, all proceedings relating thereto, the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of SellerSeries C convertible preferred stock.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its affiliates or subsidiaries) thereunder, Borrower acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth hereunder. Borrower acknowledges that the Purchased Assets are being purchased subject to the security interest in any schedule heretothem granted to Lender by the Seller. The outstanding balance of the Obligations of the Seller to Lender are being assumed by Borrower and shall be included in the opening balance of the Loans made pursuant hereto and shall be subject to all of the terms and provisions hereof. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the Hart-ScottXxxxx-Rodino AntiXxxxxx Xxxi-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed by BlueLinx (or its Affiliates or Subsidiaries) and, to its knowledge, the Seller, in accordance with their terms. As terms in all material respects, including the fulfillment (not merely the waiver, except as may be disclosed to Agents) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its Affiliates or Subsidiaries) thereunder, Borrower BlueLinx acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings (other than obtaining any consents thereto where failure to do so would not cause a Material Adverse Effect), required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartXxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended, and any similar laws of Canada regarding sales of assets or combinations of business entities) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has has, to BlueLinx’s knowledge, been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements, all consents thereto from all applicable Governmental Authorities and other third parties, except where failure to obtain would not cause a Material Adverse Change, have been obtained and all waiting periods imposed by applicable law with regard thereto have expired. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower BlueLinx has delivered, or caused to be delivered, to LenderAgents, true, correct and complete copies of the Converse Sale Order and Purchase Agreements. The Purchase Agreements have not been amended, supplemented, waived or otherwise modified in any material respect without, in the case of the Purchase Agreements, the prior written consent of Agents if such amendment, supplement, waiver or other modification would, as determined by the Agents in their reasonable discretion, cause a Material Adverse Change. Set forth in Schedule 8.19 hereto is a correct and complete list of the No material default exists under any Purchase Agreements and all other agreementsAgreement by BlueLinx or, documents and instruments existing as of the date hereof between or among Borrowerto BlueLinx’s knowledge, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Prior to or as of the date hereof, the Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its affiliates or subsidiaries) thereunder, Borrower has acquired and has good and marketable title to the Purchased Assets, Assets and the Purchased Assets comprising the Collateral are free and clear of all claims, liens, pledges and encumbrances of any kind, except as provided in the Confirmation Plan or permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the Hart-Scott-Rodino AntiXxxx-Trust Improvements Xxxxx Xxxxxxements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been or contemporaneously herewith will be duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Purchase Agreements. (e) The Confirmation Plan has been or contemporaneously herewith will be effectuated and the Confirmation Order is a final order effectuating the Confirmation Plan and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its affiliates or subsidiaries) thereunder, and, except as set forth on Schedule 8.8 hereto, Borrower acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartXxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Aurora Electronics Group, Inc. (or any of its affiliates or subsidiaries) thereunder, Borrower acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the Hart-ScottXxxxx-Rodino AntiXxxxxx Xxxi-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.

Acquisition of Purchased Assets. (a) The Purchase Agreements and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms. As terms by the respective parties thereto in all respects, including the fulfillment (not merely the waiver, except as may be disclosed to Lender and consented to in writing by Lender) of all conditions precedent set forth therein and giving effect to the terms of the date hereofPurchase Agreements and the assignments to be executed and delivered by Seller (or any of its Affiliates or Subsidiaries) thereunder, Borrower acquired and has good and marketable title to the Purchased Assets, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder or as set forth in any schedule heretohereunder. (b) All actions and proceedings proceedings, required by the Purchase Agreements, the Converse Sale Order, applicable law or regulation (including, but not limited to, compliance with the HartHxxx-ScottXxxxx-Rodino Xxxxxx Anti-Trust Improvements Act of 1976, as amended) hxxx xxxx xxxxx xxd have been taken and the transactions required thereunder have been duly and validly taken and consummated. (c) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Purchase Agreements or the Converse Sale Order and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to void, stay, enjoin void or otherwise modify the Converse Sale Order or the transactions described in the Purchase Agreements. (d) The Converse Sale Order (i) has been duly entered, (ii) is valid, subsisting and continuing, (iii) has not been revoked, remanded, vacated, appealed (except as indicated in Attachment 8.19 hereto), modified, reversed on appeal or revoked, remanded, vacated, reversed or modified by any Bankruptcy or District Court Judge, (iv) (except as indicated in Attachment 8.19 hereto) is final and non-appealable and not subject to any pending appeal and (v) includes a finding that Borrower is a good faith purchaser for value of the assets of Seller under the Purchase Agreements within the meaning of Section 363(m) of the Bankruptcy Code. (e) Borrower has delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Converse Sale Order and the Purchase Agreements. Set forth in Schedule 8.19 hereto is a correct and complete list of the Purchase Agreements and all other agreements, documents and instruments existing as of the date hereof between or among Borrower, any of its affiliates, Seller and any Affiliate of Seller.