Common use of Bankruptcy Court Approval Clause in Contracts

Bankruptcy Court Approval. (a) Sellers shall use reasonable best efforts to obtain the Sale Order which shall, among other things, (i) determine that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liability.

Bankruptcy Court Approval. (a) As soon as practicable, but in any event within four business days following the execution of this Agreement, the Sellers shall use reasonable best efforts file a motion in form and substance reasonably satisfactory to obtain the Sale Order Purchaser (the "Motion") under Sections 105, 363 and 1146(c) of the Bankruptcy Code seeking entry of an order (the "Bankruptcy Court Approval") approving this Agreement and the transactions contemplated hereby and containing the provisions set forth in (i) through (xi) below. The Bankruptcy Court Approval, substantially in the form of which is attached hereto as Exhibit B, shall, among other things, : (i) determine that this Agreement was proposed by Buyer and Sellers grant the relief requested in good faith and represents the highest and best offer for the Acquired Assets and should be approved, Motion; (ii) ratify and approve the execution and delivery of this Agreement by the Sellers and the Trustee on behalf of the Sellers and authorize the Sellers' performance hereunder and to authorize them to execute and deliver any additional documents and instruments requested by the Purchaser and to perform thereunder in order to carry out the provisions of and transactions contemplated by this Agreement; (iii) authorize and direct the Sellers to sell the Target Securities held by them, pursuant to the terms and conditions herein, to the Purchaser, free and clear of all and any Liens, liabilities and Claims of every kind or nature; (iv) authorize and direct the Trustee on behalf of the Sellers to vote the Target Securities in accordance with the provisions of Section 5.4; (v) determine that Buyer the Purchaser is a good faith purchaser under pursuant to Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, Code; (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (ivvi) determine that Buyer has provided adequate assurance the Purchaser is not deemed to have, de facto or otherwise, merged with or into the Sellers or to be a mere continuation of future performance relative to the Assumed Contracts, Sellers; (vvii) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents determine that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price is a fair and reasonable price for the amount owed Target Securities held by the Sellers; (viii) confirm the adequacy of notice to Buyers under Section 2.3(f) of this Agreement, all creditors and parties in interest; (viiix) provide for relief the retention of jurisdiction in the Bankruptcy Court over matters relating to the transactions contemplated in this Agreement as they relate to the Sellers; (x) exempt the transactions contemplated hereby from transfer taxes under pursuant to Section 1146(c) of the Bankruptcy Code; and (xi) declare that neither the Company nor any Subsidiary of the Company nor any of their respective assets or properties is directly or indirectly liable for or subject to any Claim that has been or may be asserted against the Sellers or any of them, the Consolidated Estate, or any affiliate (other than the Company or its Subsidiaries) of the Sellers or of the Company or its Subsidiaries to the extent that such Claim is based in whole or in part upon (i) actions (or inactions) of or by the Sellers, the Consolidated Estate, any of their affiliates or any Person acting in concert with them (other than the Company or its Subsidiaries) or (ii) the fact that the Company or any of its Subsidiaries were at any time affiliates of the Sellers or any of them, including, without limitation, (A) claims that have been scheduled in the Bankruptcy Case, (B) claims evidenced by proofs of claim filed in the Bankruptcy Case, (C) claims relating to Taxes, (D) claims under ERISA, and (viiiE) determine that Buyer is not a successor to Sellers or otherwise liable for Environmental Claims, and enjoin any Excluded Liabilities and permanently enjoin each and every holder all holders of a Liability that is not an Assumed Liability any such claim from commencingasserting, continuing prosecuting or otherwise pursuing any such claim against the Company or enforcing any remedyof its Subsidiaries or any of their respective assets or properties; provided, claim that if the Bankruptcy Court will not grant such declaration and injunction for all or cause any of the matters enumerated in subparagraphs (A) through (E) above, the Sellers and the Consolidated Estate shall and hereby do (in the event that such injunction and declaration is not granted and subject to the approval of the Bankruptcy Court without any stay thereof being in force), jointly and severally, indemnify Parent, the Purchaser and their successors, permitted assigns and affiliates, and their respective officers, directors, employees, agents, representatives and affiliates (collectively, the "Purchaser Indemnified Parties") from and against and shall reimburse the same for and in respect of any and all losses, costs, fines, liabilities, claims, penalties, damages (other than consequential damages) and expenses (including all legal fees and expenses) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated (collectively "Losses") which may be suffered, sustained or incurred by, or claimed or assessed against, any of them or to which any of them may be subject, in connection with any and all Claims, suits or Losses which arise from or are related to the matters set forth above but not so covered by such declaration and injunction; provided, however, that any claims for indemnification under this Section 5.5(a) that are not asserted against the Sellers and the Consolidated Estate by the Purchaser Indemnified Parties on or before substantial consummation of any Chapter 11 plan for the Sellers shall be forever barred and discharged. The Sellers shall promptly notify the Purchaser of any action against Buyer relative taken by the Bankruptcy Court with respect to such liabilitythe approval required hereunder.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable best efforts to obtain Bankruptcy Court approval of the Sale Order which shallwhich, among other things, will contain findings of fact and conclusions of law (i) determine finding that this Agreement was proposed by Buyer and Sellers the parties in good faith and represents the highest and best offer for the Acquired Assets and should be approved, Purchased Assets; (ii) determine finding that Buyer Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, ; (iii) authorize authorizing and direct directing Sellers to convey consummate the Acquired transaction contemplated by this Agreement and sell only the Purchased Assets to Buyer Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "“interests" ” in the Purchased Assets within the meaning of section Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances Encumbrances, such that Buyer Purchaser shall not incur any liability as a successor to Sellers or the Business, ; (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize authorizing and direct directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, ; (viv) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine finding that Buyer Purchaser is not a successor in interest to Sellers or otherwise liable for any Excluded Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoin enjoins each and every holder of a Liability that is not an Assumed Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer Purchaser relative to such liabilityRetained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

Bankruptcy Court Approval. (a) Sellers shall use reasonable their respective best efforts to obtain the Sale Order which shallwhich, among other things, (i) determine determines that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine determines that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize authorizes and direct directs Sellers to convey assume this Agreement and sell the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liensliens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances Real Property Encumbrances, such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize authorizes and direct directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, including the Indemnity Escrow Agreement, that may be reasonably necessary or desirable to implement the foregoing; (v) authorizes claims and recourse by Buyer against the Indemnity Deposit for any reason set forth in Section 9.01, including breach of any representation and warranty of S & W in this Agreement, regardless of whether such breach relates to Assets owned or leased by S & W or any other Seller (regardless of whether such other Seller is a debtor in the Bankruptcy Cases), (vi) grants authorizes claims and recourse by Buyer a claim against the Purchase Price senior to any creditors whose liens attach to LC Deposit as provided in the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, Indemnity Escrow Agreement and (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine determines that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities Liability and permanently enjoin enjoins each and every holder of a Liability that is not an Assumed Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilityExcluded Liability.

Bankruptcy Court Approval. (a1) The DataVoN Sellers shall use reasonable their best efforts to obtain the Bankruptcy Court approval of the Sale Order which shallwhich, among other things, (i) determine grants the Sale Motion, (ii) approves and authorizes the DataVoN Sellers to perform this Agreement and the Related Agreements and consummate the sale of the Transferred Assets and otherwise consummate the transaction contemplated herein, (iii) authorizes the assumption of each Assumed Contract under which any DataVoN Seller is a party, (iv) determines that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approvedTransferred Assets, (iiv) determine determines that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iiivi) authorize and direct authorizes the DataVoN Sellers to convey sell the Acquired Transferred Assets to Buyer pursuant to this Agreement and Sections 363 363(f), 365(a) and 365 365(b) of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the BusinessLiens except for those assumed by Buyer, (ivvii) determine that Buyer has provided adequate assurance of future performance relative to authorizes the Assumed Contracts, (v) authorize and direct DataVoN Sellers to execute, deliver, perform under, consummate and implement, implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (viviii) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) deems properly assumed and assigned each of the Bankruptcy CodeAssumed Contracts to which the DataVoN Sellers are parties, and (viiiix) determine that Buyer waives the stay of the Sale Order pursuant to Rules 6004(g) and 6006 of the Rules of Bankruptcy Procedure, and (x) is not in a successor form and substance acceptable to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilityBuyer.

Bankruptcy Court Approval. The Bankruptcy Court shall have entered an Order or Orders (athe "Sale Order") Sellers shall use reasonable best efforts in form and substance acceptable to obtain the Sale Order which shallBuyer which, among other things, (i) determine that this Agreement was proposed approves, pursuant to Sections 105 and 363 of the Bankruptcy Code, with such changes only as are mutually approved by Buyer and Sellers in good faith Seller: (A) the execution, delivery and represents performance by Seller of this Agreement, including each and every term and condition hereof, and the highest other instruments and best offer agreements contemplated hereby; (B) the sale of the Purchased Assets to Buyer on the terms set forth herein, including free and clear of all Liens (other than Permitted Liens), claims (other than Assumed Liabilities), encumbrances and interests (which shall include, for the Acquired Assets avoidance of doubt, the Liens, claims, encumbrances and should be approvedinterests incurred by Seller pursuant to that certain Secured Super Priority Debtor-In-Possession Loan Agreement dated as of April 4, 2017, as amended and in effect), withand such Liens, claims encumbrances and interests shall attach to the proceeds of sale of the Purchased Assets; and (C) the performance by Seller of its obligations under this Agreement; (ii) determine authorizes Seller to assume and assign to Buyer the Acquired Intellectual Property; and (iii) finds that Buyer is a "good faith purchaser under faith" buyer within the meaning of Section 363(m) of the Bankruptcy Code and that this Agreement was negotiated, proposed and entered into by the Parties without collusion, in good faith, and from arm’s-length bargaining positions; (iv) the Bankruptcy Court shall retain jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions thereof; and (v) this Agreement and the transactions contemplated hereby are not subject to rejection or avoidance by any chapter 7 or chapter 11 trustee of Seller pursuant to Section 363(n) of the Bankruptcy Code Code. The Sale Order shall be in full force and effect and as of the Closing shall not be stayed, enjoined or modified. Seller shall have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets delivered to Buyer pursuant to this Agreement and Sections 363 and 365 a certified copy of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilitySale Order.

Bankruptcy Court Approval. (a) Sellers SFI shall use its reasonable best efforts to obtain the Sale Order Order, which shall, among other things, things (ia) determine that this Agreement was proposed and negotiated by Buyer and Sellers SFI in good faith and at arm's length and represents the highest and best offer for the Acquired Assets Capital Stock and should be approved, ; (iib) determine that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, ; (iiic) authorize and direct Sellers SFI to convey sell the Acquired Assets Capital Stock and the assets to Buyer pursuant to this Agreement and Sections Section 363 and 365 of the Bankruptcy Code, free and clear of all Liensliens, claims, interests, liabilities and Encumbrances encumbrances (including any and all "interests" in the Assets within the meaning of section Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such any environmental liabilities that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative attach to the Assumed Contracts, owner of any of the Capital Stock by operation of law; (vd) authorize and direct Sellers SFI to assume contracts necessary to the businesses of the Company and Great Lakes under Section 365 of the Bankruptcy Code; (e) authorize and direct SFI to perform any and all of its obligations under Section 14.5 hereof (including the payment of any amounts required thereunder) and otherwise under this Agreement free and clear of all liens, claims, interests and encumbrances of any Person (including, without limitation, any prepetition creditors and debtor-in-possession lenders); (f) authorize and direct SFI to execute, deliver, perform under, consummate and implement, implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, ; (vig) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability relating to the Capital Stock or the Business incurred on or before the Closing Date from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilityLiability; and (h) provide that the proceeds of any sale of the Business or the Capital Stock to any Person other than the Buyer shall first be applied to the payment of the Expense Reimbursement Amount and the Topping Fee (as defined in Section 14.5 hereof), in the event that a Person other than Buyer purchases the Capital Stock or the Business.

Bankruptcy Court Approval. (a) Sellers shall use commercially reasonable best efforts to obtain the Sale Order which shallwhich, among other things, (i) determine determines that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine determines that Buyer is a good faith purchaser under Section section 363(m) of the Bankruptcy Code and that the provisions of Section section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize authorizes and direct directs Sellers to convey assume this Agreement and sell the Acquired Assets to Buyer pursuant to this Agreement and Sections sections 363 and 365 of the Bankruptcy Code, free and clear of all Liensliens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances Real Property Encumbrances, such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize authorizes and direct directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viiiv) determine determines that Buyer is not a successor to Sellers Sellers, or otherwise liable for any Excluded Liabilities Liability, and permanently enjoin enjoins each and every holder of a Liability that is not an Assumed Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilityExcluded Liability.

Bankruptcy Court Approval. (a) Sellers shall In the event Principal or any Indemnitor files for relief under the Bankruptcy Code after the Effective Date and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the transactions contemplated hereunder, each Indemnitor will use reasonable its best efforts to obtain the Sale Order which shalla court order which, among other things, (i) determine determines that this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety) was proposed by Buyer and Sellers Surety in good faith and represents the highest and best offer for the Acquired Assets and should be approved, ; (ii) determine determines that Buyer Surety is a good faith purchaser under Section 363(m) of creditor who gave "new value" and entered into a "contemporaneous exchange for value" with Indemnitor as contemplated by the Bankruptcy Code Code, including, but not limited to, Sections 547(a)(2) and that the provisions of Section 363(n547(c) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free when entering into this Agreement (and clear any other documents entered into by Principal and any Indemnitor with Surety) and that the transfers made by Principal and any Indemnitor do not constitute preferences under the provisions of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) Section 547 of the Bankruptcy Code; (iii) authorizes and directs Indemnitor, as applicable, to ratify this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, ; (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contractsauthorizes and directs Indemnitor, (v) authorize and direct Sellers as applicable, to execute, deliver, perform under, consummate consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, transactions contemplated in this Agreement; (v) authorizes claims and recourse by Surety against any Collateral for any reason set forth in this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety); and (vi) grants Buyer a claim against the Purchase Price senior to approves any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under post petition security interest, as provided in Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) 552 of the Bankruptcy Code. The provisions of this Section 26 will apply regardless of whether Principal or any Indemnitor is a debtor in any bankruptcy cases. In such event, and (viii) determine that Buyer at the request of Surety, Indemnitor, as applicable, will promptly make any filings, take all actions, and use their respective best efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated in this Agreement, subject to its obligations to comply with any order of any bankruptcy court. In the event an appeal is not taken, or a successor stay pending appeal is requested, from any order entered in any bankruptcy proceeding, Principal and any Indemnitor, as applicable, will immediately notify Surety of such appeal or stay request and will provide to Sellers Surety within one Business Day a copy of the related notice of appeal or otherwise liable for order of stay. Principal and any Excluded Liabilities of Indemnitors, as applicable, will also provide Surety with written notice of any motion or application filed in connection with any appeal from either of such orders. Indemnitor will cooperate in providing such information and permanently enjoin each and every holder of a Liability that evidence as is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative necessary to such liabilityobtain the orders described in this Section 26.

Bankruptcy Court Approval. (a) Sellers shall use commercially reasonable best efforts to obtain the Sale Order which shallwhich, among other things, (i) determine determines that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine determines that Buyer is a good faith purchaser under Section section 363(m) of the Bankruptcy Code and that the provisions of Section section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize authorizes and direct directs Sellers to convey assume this Agreement and sell the Acquired Assets to Buyer pursuant to this Agreement and Sections sections 363 and 365 of the Bankruptcy Code, free and clear of all Liensliens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances Real Property Encumbrances, such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize authorizes and direct directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viiiv) determine determines that Buyer is not a successor to Sellers Sellers, or otherwise liable for any Excluded Liabilities Liability, and permanently enjoin enjoins each and every holder of a Liability that is not an Assumed Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liability.Excluded Liability. 42

Bankruptcy Court Approval. Promptly following the execution of this Agreement and the finalization of the auction sale, Seller will seek the entry of an order (athe “Sale Order”) Sellers shall use reasonable best efforts to obtain in the Bankruptcy Cases in accordance with Motion of the Debtors For an Order: (A)(I) Authorizing the Sale Order which shallof Such Assets Free and Clear of Liens, among other thingsClaims, Encumbrances, and Other Interests; (II) Authorizing and Approving Purchase Agreement Thereto; (III) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto; and (IV) Granting Related Relief that (i) determine that approves the sale of the Assets to Purchaser on the terms and conditions set forth in this Agreement was proposed by Buyer and Sellers authorizes Seller to proceed with the sale of the Assets to Purchaser on the terms and conditions set forth in good faith and represents the highest and best offer for the Acquired Assets and should be approvedthis Agreement, (ii) determine includes a specific finding that Buyer Purchaser is a good faith purchaser under Section of the Assets within the meaning of §363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative is entitled to the Assumed Contracts, (v) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) protections of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c§363(m) of the Bankruptcy Code, (iii) states that the sale of the Assets to Purchaser shall be free and clear of all interests and claims (except as expressly provided in this Agreement), and (viiiiv) determine that Buyer is not approves Seller’s assumption and assignment to Purchaser of the Property Leases and Equipment Leases pursuant to § 365 of the Bankruptcy Code subject to Purchaser’s ability to demonstrate to the Bankruptcy Court adequate assurance of future performance under the Property Leases and Equipment Leases. Purchaser shall provide a successor copy of its financial statements and such other financial information reasonably available to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability Purchaser that is not required by the Bankruptcy Court to demonstrate Purchaser’s ability to assume, or to take an Assumed Liability from commencingassignment of, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilitythe Property Leases and the Equipment Leases.

Bankruptcy Court Approval. As soon as practicable after Merchant's execution of this Agreement, Merchant shall apply to the United States Bankruptcy Court for the District in which it commences a chapter 11 proceeding ( Bankruptcy Court ) for an order or orders approving this Agreement in its entirety in form and substance satisfactory to Agent (athe "Approval Order"). The Approval Order shall be satisfactory to TD Bank, N.A. ( Lender ) Sellers and shall use reasonable best efforts to obtain the Sale Order which shallprovide, among other things, that: (i) determine that this Agreement was proposed by Buyer is in the best interests of Merchant, Merchant's estate, creditors, and Sellers other parties in good faith and represents the highest and best offer for the Acquired Assets and should be approved, interest; (ii) determine this Agreement (and each of the transactions contemplated hereby) is approved in its entirety; (iii) Merchant and Agent shall be authorized to take any and all actions as may be necessary or desirable to implement this Agreement and each of the transactions contemplated hereby; (iv) upon the payment of the Guaranteed Amount Deposit and delivery of the Letter of Credit, Agent shall be entitled to sell all Merchandise and Owned FF&E hereunder free and clear of all liens, claims, or encumbrances thereon; (v) subject to the payment of the Guaranteed Amount Deposit and delivery of the Letter of Credit to Lender, any presently existing liens encumbering all or any portion of the Merchandise or the Proceeds shall attach only to the Guaranteed Amount, any Sharing Amount due to Merchant hereunder and amounts reimbursed by the Agent to Merchant on account of Expenses; (vi) Agent shall have the right to use the Stores and all related Store services, furniture, fixtures, equipment, and other assets of Merchant as designated hereunder for the purpose of conducting the Sale, free of any interference from any entity or person; (vii) Agent, as agent for Merchant, is authorized to conduct, advertise, post signs, and otherwise promote the Sale as a going out of business , inventory sale, store closing , sale on everything , everything must go , or similar themed sale, without further consent of any person in accordance with the terms and conditions of this Agreement and the form of sale guidelines attached BOS 1461903v4 hereto as Exhibit 2 (the Sale Guidelines ) and without further compliance with applicable federal, state or local laws governing, inter alia, the conduct of store closing sales (the Liquidation Sale Laws ), other than those designed to protect public health and safety; (viii) Agent shall be granted a limited license and right to use until the Sale Termination Date the trade names, customer lists, email lists and social networking sites, and logos relating to and used in connection with the operation of the Stores, solely for the purpose of advertising the Sale in accordance with the terms of the Agreement; (ix) each and every federal, state, or local agency, department, or governmental authority with regulatory authority over the Sale and all newspapers and other advertising media in which the Sale is advertised shall be directed to accept the Approval Order as binding and to allow Merchant and Agent to consummate the transactions provided for in this Agreement, including (without limitation) the conducting and advertising of the Sale in the manner contemplated by this Agreement, and no further approval, license, or permit of any governmental authority shall be required; (x) all utilities, landlords, creditors, and all persons acting for or on their behalf shall not interfere with or otherwise impede the conduct of the Sale, institute any action in any court (other than in the Bankruptcy Court) or before any administrative body that Buyer in any way directly or indirectly interferes with or obstructs or impedes the conduct of the Sale; (xi) the Bankruptcy Court shall retain jurisdiction over the parties to enforce this Agreement; (xii) Agent shall not be liable for any claims against Merchant other than as expressly provided for in this Agreement, and Agent shall have no successor liabilities whatsoever; (xiii) Agent s security interest provided herein and sales of Merchandise shall be protected in the event that the Approval Order is a good faith purchaser reversed or modified on appeal pursuant to Sections 364(e) and 363(m); (xiv) any amounts owed by Merchant to Agent under this Agreement shall be granted the status of administrative expense claims in Merchant's bankruptcy case pursuant to Section 363(m503(b) and 507(a) of the Bankruptcy Code and secured by valid and perfected first-priority security interests in accordance with Section 15 of this Agreement; (xv) a finding that time is of the essence in commencing the Sale at the Stores; (xvi) a finding that the provisions of Section 363(nDebtors' decisions to (a) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to execute this Agreement and Sections 363 (b) perform under and 365 make the payments required by the Agency Agreement is a reasonable exercise of the Bankruptcy Code, free Debtors' sound business judgment consistent with their fiduciary duties and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" is in the Assets within best interests of the meaning Debtors, their estates, their creditors, and other parties in interest; (xvii) a finding that this Agreement was negotiated in good faith and at arms length between the Debtors and Agent; (xviii) a finding that Agent's performance and continued performance under this Agreement was and will be, and payment of the Guaranteed Amount under this Agreement was and will be so made, in good faith and for valid business purposes and uses, as a consequence of which Agent is entitled to the protection and benefits of section 363(f364(e) of the Bankruptcy Code); and (xix) in the event any or all of the provisions of the Approval Order are modified, other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as amended or vacated by a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize and direct Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, (vi) grants Buyer a claim against the Purchase Price senior to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) subsequent order of the Bankruptcy CodeCourt or any other court, Agent shall be entitled to the protections provided in Bankruptcy Code section 364(e) and, no such appeal, modification, amendment or vacatur shall affect the validity and (viii) determine that Buyer is not a successor to Sellers enforceability of the liens or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing priority authorized or otherwise pursuing created under this Agreement or enforcing any remedy, claim or cause of action against Buyer relative to such liabilitythe Approval Order.

Bankruptcy Court Approval. (a) Sellers shall In the event any Pledgor or Indemnitor files for relief under the Bankruptcy Code and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the transactions contemplated hereunder, subject to compliance with law and any applicable orders of the bankruptcy court, trustee, receiver or equivalent Person, Pledgor will use its reasonable best efforts to obtain the Sale Order which shalla court order which, among other things, (i) determine determines that this Agreement (and any other Surety Credit Documents entered into by Pledgor with Surety) was proposed by Buyer and Sellers Surety in good faith and represents the highest and best offer for the Acquired Assets and should be approved, ; (ii) determine determines that Buyer Surety is a good faith purchaser under Section 363(m) of creditor who gave "new value" and entered into a "contemporaneous exchange for value" with Pledgors as contemplated by the Bankruptcy Code Code, including, but not limited to, Sections 547(a)(2) and that the provisions of Section 363(n547(c) of the Bankruptcy Code have not been violated, (iii) authorize and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free when entering into this Agreement (and clear any other documents entered into by Pledgor with Surety) and that the transfers made by Pledgors do not constitute preferences under the provisions of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) Section 547 of the Bankruptcy Code; (iii) authorizes and directs Pledgor to ratify this Agreement (and any other Surety Credit Documents entered into by Pledgor with Surety), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, ; (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contractsauthorizes and directs Pledgor, (v) authorize and direct Sellers to execute, deliver, perform under, consummate consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing, transactions contemplated in this Agreement; (v) authorizes claims and recourse by Surety against the Pledged Collateral for any reason set forth in this Agreement (and any other documents entered into by Pledgor or any of Indemnitors with Surety); and (vi) grants Buyer a claim against the Purchase Price senior to approves any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under post petition security interest, as provided in Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) 552 of the Bankruptcy Code. The provisions of this Section 5 will apply regardless of whether Pledgor is a debtor in the bankruptcy cases. In such event, and (viii) determine that Buyer at the request of Surety, Pledgor will promptly make any filings, take all actions, and use their respective best efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the transactions contemplated in this Agreement, subject to their obligations to comply with any order of any bankruptcy court. In the event an appeal is not taken, or a successor stay pending appeal is requested, from any order entered in any bankruptcy proceeding, Pledgor will immediately notify Surety of such appeal or stay request and will provide to Sellers Surety within one business day a copy of the related notice of appeal or otherwise liable for order of stay. Pledgors will also provide Surety with written notice of any Excluded Liabilities motion or application filed in connection with any appeal from either of such orders. Pledgor will cooperate in providing such information and permanently enjoin each and every holder of a Liability that evidence as is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative necessary to such liabilityobtain the orders described in this Section 5.

Bankruptcy Court Approval. (a) Sellers The Bankruptcy Court shall use reasonable best efforts to obtain have entered the Sale Order which shallApproval Order, which, among other things, (i) determine that approves, pursuant to sections 105, 363 and 365 of the Bankruptcy Code: (A) the execution, delivery and performance by Sellers of this Agreement was proposed Agreement, including each and every term and condition hereof, and the other instruments and agreements contemplated hereby, (B) the sale of the Purchased Assets to Buyer on the terms set forth herein, and (C) the performance by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, of their obligations under this Agreement; (ii) determine authorizes Sellers to assume and assign to Buyer the Assumed Contracts, (iii) finds that Buyer is a “good faith purchaser under Section faith” buyer within the meaning of section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) such Approval Order shall be in full force and effect and as of the Bankruptcy Code have not been violated, (iii) authorize Closing and direct Sellers to convey the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers be stayed, enjoined or the Business, modified; (iv) determine provide that neither Buyer has provided adequate assurance nor any of future performance relative its Affiliates or stockholders will have any derivative, successor, transferee or vicarious liability of any kind or character whether fixed or contingent, for Liabilities of Sellers (whether under federal or state Law or otherwise) on account of any Taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the Assumed Contracts, operation of Sellers’ business prior to the Closing; (v) authorize waive in all necessary jurisdictions, (A) the so-called “bulk sales,” “bulk transfer” and direct Sellers similar Laws, including those related to execute, deliver, perform under, consummate Taxes and implement, this Agreement, together (B) the imposition of any Taxes incurred in connection with all additional instruments the Transaction and documents that may be reasonably necessary or desirable to implement the foregoing, Approval Order; (vi) grants Buyer a claim against the Purchase Price senior to enjoin all Persons from commencing any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor to Sellers proceeding or otherwise liable for taking any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative or any of its Affiliates to recover any claim that such liabilityPerson has solely against Sellers or their Affiliates; and (iv) provide that the obligations of Sellers relating to Taxes, whether arising under Law, by this Agreement or otherwise, shall be fulfilled by Sellers.

Bankruptcy Court Approval. (a) Sellers The Bankruptcy Court shall use reasonable best efforts to obtain the Sale Order which shall, among other things, find that (i) determine that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine that Buyer Purchaser is a good faith faitx xxxx xxxe purchaser under within the meaning of Section 363(m) of the Bankruptcy Code Code, (ii) the consideration to be paid by Purchaser to Debtors pursuant to this Agreement is fair and that the provisions of Section 363(n) of the Bankruptcy Code have not been violatedreasonable, (iii) authorize there are exigent business reasons to sell and direct Sellers to convey assign the Acquired Assets to Buyer Purchaser and such sale and assignment are in the best interest of Debtor, and their creditors, and (iv) the notice provided with respect to the proposed sale to Purchaser i; sufficient under the circumstances of the Bankruptcy Proceedings. Contemporaneously with such finding, the Bankruptcy Court shall enter such orders as may be necessary or desirable (A) to approve this Agreement (including, subject to Section 3.2(b) and Section 11(b) hereof, an order authorizing upon the Closing, the assumption and assignment, pursuant to this Agreement and Sections 363 and Section 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code)Executory Station Contracts, other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, if any, and any and all other executory contracts included in the Assets, by Debtors to Purchaser), except that the assumption and assignment of each respective Executory Station Contract shall not be effective until the completion of the closing under each such Executory Station Contract, subject to Section 3.2(b), Section 6.2 and Section 11 (vb) hereof, (B) to authorize Debtors to perform their obligations hereunder so as to immediately consummate the transactions provided for herein in accordance with this Agreement upon the entering of such orders, and direct Sellers (C) to executeretain jurisdiction over Debtors, deliverPurchaser, perform underand the subject matter of this Agreement to issue and enter such further orders and to grant such relief as may be necessary to effectuate the transfer of all Assets and the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, consummate if the Bankruptcy Court shall approve this Agreement and implementthe transfer of the Assets insofar as it relates to the Stations, but shall not issue an order providing for the assignment and assumption of one or more of the Executory Station Contracts, this Agreement, together Agreement shall nonetheless be deemed approved and the Bankruptcy Court Approval shall be deemed issued and the parties shall proceed with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoingsale of the remaining Assets, (vi) grants Buyer a claim against excluding any of the Purchase Price senior Executory Station Contracts, the assignment and assumption of which was not approved), subject to any creditors whose liens attach an adjustment, if any, to the Purchase Price provided for in Section 3.2(b) and the amount owed Debtors shall be free to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine that Buyer is not a successor same to Sellers or otherwise liable for any Excluded Liabilities and permanently enjoin each and every holder of a Liability that is not an Assumed Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilitythird party.

Bankruptcy Court Approval. As soon as possible following the Decision Date (aassuming that no cure period shall then be in effect) Sellers Seller and the Subsidiary Lessees shall use reasonable best efforts to obtain prepare, file and thereafter in good faith support a motion seeking the Sale Order entry by the Bankruptcy Court of an order (the "ORDER"), which shall, among other things, Order: (A) shall approve the consummation by Seller and the Subsidiary Lessees of the transactions set forth herein; and (B) shall provide that: (i) determine that Title shall be transferred to Buyer free and clear of all encumbrances except for any encumbrances which Buyer has expressly agreed to assume under the terms of this Agreement was proposed by Agreement; (ii) Buyer and Sellers in good faith and represents the highest and best offer for is purchasing the Acquired Assets and should be approved, (ii) determine that Buyer is a in "good faith purchaser under faith" within the meaning of Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, Code; (iii) authorize and direct Sellers to convey the transfer of the Acquired Assets to Buyer pursuant to this Agreement constitutes a transfer for reasonably equivalent value and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances such that Buyer shall not incur any liability as a successor to Sellers or the Business, fair consideration; (iv) determine that Buyer has provided adequate assurance there exist valid business reasons for the prompt and speedy sale of future performance relative to the Assumed Contracts, Acquired Assets; (v) authorize the sale of the Acquired Assets is in the best interests of Seller, and direct Sellers to executethe Subsidiary Lessees, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments their respective estates creditors and documents that may be reasonably necessary or desirable to implement the foregoing, holders of equity interests; (vi) grants all holders of any encumbrances and of any claims against Seller or any Subsidiary Lessee (including, but not limited to any claims of any taxing authorities in respect of Taxes asserted to be due and owing (the "TAX CLAIMS") will be forever barred from asserting any encumbrances or claims against Buyer, its successor and assigns, the Acquired Assets or any other assets of Buyer and its successors and assigns as a claim consequence of such Tax Claims; (vii) all claims and encumbrances against and interests in Seller or any Subsidiary Lessee or their respective assets shall be channeled to the Purchase Price proceeds, and following the Closing Date, the sole and exclusive right and remedy available to such claimants and interest holders with respect to their claims against Seller or any Subsidiary Lessee shall be the right to assert claims against the Purchase Price senior proceeds payable to any creditors whose liens attach to the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and Seller; (viii) determine that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities there has been proper and permanently enjoin each and every holder adequate service of a Liability that is not motion by Seller and the Subsidiary Lessees seeking the relief granted by the Order and proper and adequate notice and an Assumed Liability from commencingopportunity for a hearing given to all holders of any encumbrances, continuing and all other parties required by law to receive notice of the sale of the Acquired Assets; (ix) the Bankruptcy Court will retain jurisdiction to enforce the Order to bar the enforcement or otherwise pursuing assertion of any encumbrances or enforcing any remedy, claim or cause of action other claims against Buyer relative to such liability.and its successors

Bankruptcy Court Approval. (a) Sellers shall use reasonable their respective best efforts to obtain the Sale Order which shallwhich, among other things, (i) determine determines that this Agreement was proposed by Buyer and Sellers in good faith and represents the highest and best offer for the Acquired Assets and should be approved, (ii) determine determines that Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, (iii) authorize authorizes and direct directs Sellers to convey assume this Agreement and sell the Acquired Assets to Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Liensliens, claims, interests, liabilities and Encumbrances (including any and all "interests" in the Assets within the meaning of section Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances Real Property Encumbrances, such that Buyer shall not incur any liability as a successor to Sellers or the Business, (iv) determine that Buyer has provided adequate assurance of future performance relative to the Assumed Contracts, (v) authorize authorizes and direct directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, including the Indemnity Escrow Agreement, that may be reasonably necessary or desirable to implement the foregoing; (v) authorizes claims and recourse by Buyer against the Indemnity Deposit for any reason set forth in Section 9.01, including breach of any representation and warranty of S&W in this Agreement, regardless of whether such breach relates to Assets owned or leased by S&W or any other Seller (regardless of whether such other Seller is a debtor in the Bankruptcy Cases), (vi) grants authorizes claims and recourse by Buyer a claim against the Purchase Price senior to any creditors whose liens attach to LC Deposit as provided in the Purchase Price for the amount owed to Buyers under Section 2.3(f) of this Agreement, Indemnity Escrow Agreement and (vii) provide for relief from transfer taxes under Section 1146(c) of the Bankruptcy Code, and (viii) determine determines that Buyer is not a successor to Sellers or otherwise liable for any Excluded Liabilities Liability and permanently enjoin enjoins each and every holder of a Liability that is not an Assumed Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Buyer relative to such liabilityExcluded Liability.