Common use of Sale Approval Order Clause in Contracts

Sale Approval Order. An order or orders (the "Sale Approval Order") in the form of Schedule 6.10B, which Sale Approval Order shall be in form and substance satisfactory to the Buyer and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c) and other applicable provisions of the Bankruptcy Code, among other things: (A) authorizing and approving the sale of the Acquired Assets to the Buyer pursuant to this Agreement free and clear of all Encumbrances whatsoever, and approving the terms of this Agreement; (B) finding that the Buyer is acting in good faith, and is entitled to the protections of a buyer under Section 363(m) of the Bankruptcy Code pursuant to the transactions contemplated by this Agreement; (C) finding that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by this Agreement, including notice to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will be transferred to the Buyer free and clear of all Encumbrances of any kind or nature whatsoever; (2) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than security interests as set forth in Schedule 4.3); and (H) no consents or approvals of any other Governmental Authorities or any third parties are required to be obtained in connection with the transaction contemplated hereby.

Sale Approval Order. An order or orders (Without limiting the "Sale Approval Order") generality of the foregoing Section 5.4(a), the sale approval order, which shall be filed with the Bankruptcy Court on the timeline set forth in the form of Schedule 6.10BBid Procedures Order, which Sale Approval Order shall be reasonably acceptable in form and substance satisfactory to Purchaser (the Buyer and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c“Sale Approval Order”) and other applicable provisions of the Bankruptcy Codeshall include provisions, among other things: things (Ai) authorizing and providing that Purchaser shall not incur any Liability as a successor to the Business, (ii) approving the sale of the Acquired Purchased Assets to Purchaser on the Buyer pursuant to terms and conditions set forth in this Agreement and authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Purchase Price represents fair value for the Purchased Assets, (v) finding that the sale is in the best interests of Seller’s estate and creditors, (vi) finding that Purchaser is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code and that the provisions of section 363(n) of the Bankruptcy Code have not been violated, (vii) providing that the sale of the Purchased Assets to Purchaser shall be free and clear of all Encumbrances whatsoever, and approving the terms of this Agreement; (Bother than Permitted Encumbrances) finding that the Buyer is acting in good faith, and is entitled to the protections of a buyer under Section 363(m) section 363 of the Bankruptcy Code pursuant and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction, among other things, for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the transactions contemplated by this Agreement; Purchased Assets, (Cix) finding that there are no brokers involved in consummating the transfer sale and no brokers’ commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Buyer Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the transactions contemplated by Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller to execute, deliver, perform under, consummate and implement this Agreement will be free Agreement, together with all additional instruments and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions as documents that may be reasonably requested by necessary or desirable to implement the Buyer foregoing, (including xii) determining that Purchaser is not a finding that notice of the transactions contemplated by this Agreement, including notice successor to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will be transferred to the Buyer free and clear of all Encumbrances of any kind Seller or nature whatsoever; (2) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be otherwise liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards Liabilities or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out Excluded Assets and permanently enjoining each and every holder of any claimsof the Excluded Liabilities or Excluded Assets from commencing, contracts and other dealings with Seller; (G) finding that no Personcontinuing or otherwise pursuing or enforcing any remedy, including any Affiliate Claim, cause of Selleraction or Encumbrance against Purchaser or the Purchased Assets related thereto, owns any Acquired Assets or any interest therein (other than security interests as set forth in Schedule 4.3); and (Hxiii) no consents or approvals of to the extent that there are competing bids, Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the Termination Fee. To the extent that there is any other Governmental Authorities or any third parties are required to be obtained in connection with inconsistency between this paragraph and the transaction contemplated herebySale Approval Order, the Sale Approval Order shall govern.

Sale Approval Order. An Sellers and Purchaser shall work together in good faith to promptly obtain a mutually agreeable signed order or orders approving this sale transaction pursuant to 11 U.S.C. ss.ss. 363(b) and (f), which shall contain the following findings of xxxx and conclusions of law (the "Sale Approval OrderSALE APPROVAL ORDER"): (a) in the form of Schedule 6.10B, which Sale Approval Order shall be in form and substance satisfactory Sellers are authorized to the Buyer and its counsel in their sole discretion, proceed with this sale transaction pursuant to Sections 105, 363, 365 and 1146(c11 U.S.C.ss.ss.363(b) and other applicable provisions of the Bankruptcy Code, among other things: (Af) authorizing and approving the sale of transfer good and marketable title in the Acquired Assets to the Buyer pursuant to this Agreement Purchaser free and clear of any and all Encumbrances whatsoeverLiens other than the MARAD Liens; (b) Any objections timely filed with respect to this sale transaction, which have not been withdrawn, are without merit or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court; (c) [intentionally omitted]; (d) The Purchase Price represents fair value for the assets being sold; (e) The sale is in the best interests of Sellers' estate and approving the terms of this Agreement; their creditors; (Bf) finding that the Buyer Purchaser is acting a good faith purchaser as defined in good faith, and is entitled to the protections of a buyer under Section 363(m) of the Bankruptcy Code pursuant and is entitled to all protections afforded thereby; (g) The Bankruptcy Court shall retain jurisdiction for the transactions contemplated by this Agreement; (C) finding that purpose of enforcing the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by Sale Approval Order and resolving any disputes related thereto; (h) There are no brokers involved in consummating this Agreementtransaction and no brokers' commissions are due, including notice to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will be transferred to the Buyer free and clear of all Encumbrances of any kind or nature whatsoever; (2) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than security interests as set forth in Schedule 4.3); and (H) no consents or approvals of any other Governmental Authorities the fees payable by Sellers or any third parties are required to American Marine Advisors and Chanin Capital Partners; (i) Sellers and Purchasex xxx MARAD shall be obtained in connection with authorized to close this transaction immediately upon execution of the transaction contemplated herebySale Approval Order pursuant to Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d); (j) Authorization pursuant to Section 365 of the Bankruptcy Code for Sellers' assumption and assignment to Purchaser of the Assigned Contracts; and (k) The retention of jurisdiction by the Bankruptcy Court to resolve any and all disputes that may arise under this Agreement as between Sellers and Purchaser, and further to hear and determine any and all disputes between Sellers and/or Purchaser, as the case may be, and any non-Seller party to, among other things, any Assigned Contract concerning, INTER ALIA, Sellers' assumption and assignment thereof to Purchaser under this Agreement.

Sale Approval Order. An order or orders (the "Sale Approval Order") in the form of Schedule 6.10B, which The Sale Approval Order shall be entered by the Bankruptcy Court in form and substance satisfactory acceptable to the Buyer and Purchaser in its counsel in their sole discretion. The Sale Approval Order shall, among other things, (a) approve, pursuant to Sections 105, 363, 363 and 365 and 1146(c) and other applicable provisions of the Bankruptcy Code, among other things: (Ai) authorizing the execution, delivery and approving performance by the Seller of this Agreement, (ii) the sale of the Acquired Purchased Assets to the Buyer pursuant to this Agreement Purchaser on the terms set forth herein and free and clear of all Encumbrances whatsoever(other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and approving (iii) the terms performance by the Seller of its obligations under this Agreement; (Bb) finding authorize and empower the Seller to assume and assign to the Purchaser the Assumed Contracts; and (c) find that the Buyer Purchaser is acting in a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code, not a successor to the Seller and is entitled to grant the Purchaser the protections of Section 363(m) of the Bankruptcy Code. The Purchaser agrees that it will promptly take such actions as are reasonably requested by the Seller to assist in obtaining Bankruptcy Court approval of the Sale Approval Order, including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (a) demonstrating that the Purchaser is a buyer “good faith” purchaser under Section 363(m) of the Bankruptcy Code pursuant to and (b) establishing adequate assurance of future performance within the transactions contemplated by this Agreement; (C) finding meaning of Section 365 of the Bankruptcy Code. In the event that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice Bankruptcy Court’s approval of the transactions contemplated by this AgreementSale Approval Order shall be appealed, including notice to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will be transferred to the Buyer free and clear of all Encumbrances of any kind or nature whatsoever; (2) the Seller will be duly authorized shall use reasonable efforts to execute and deliver defend such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than security interests as set forth in Schedule 4.3); and (H) no consents or approvals of any other Governmental Authorities or any third parties are required to be obtained in connection with the transaction contemplated herebyappeal.

Sale Approval Order. An order or orders Without limiting the generality of the foregoing SECTION 5.5(b), the sale approval order, substantially in the form annexed hereto as EXHIBIT 3 (the "Sale Approval OrderSALE APPROVAL ORDER") in the form of Schedule 6.10B), which Sale Approval Order shall be reasonably acceptable in form and substance satisfactory to the Buyer Purchaser and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c) and other applicable provisions of the Bankruptcy Codeshall include provisions, among other things: things (Ai) authorizing and providing that Purchaser shall not incur any liability as a successor to the Business unless expressly assumed, (ii) approving the sale of the Acquired Assets to Purchaser on the Buyer pursuant to terms and conditions set forth in this Agreement free Agreement, or such higher and clear of all Encumbrances whatsoeverbetter terms and conditions offered at the Auction, and approving authorizing Sellers to proceed with this transaction, (iii) stating that any objections timely filed with respect to the terms sale of this Agreement; the Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (Biv) finding that the Buyer Purchase Price represents fair value for the Assets, (v) finding that the sale is acting in the best interests of Sellers' estates and creditors, (vi) finding that Purchaser is a good faith, and is entitled to faith purchaser of the protections of a buyer Assets under Section 363(m) of the Bankruptcy Code pursuant to the transactions contemplated by this Agreement; (C) finding and that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (Dprovisions of Section 363(n) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by this AgreementBankruptcy Code have not been violated, including notice (vii) providing that the sale of the Assets to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will Purchaser shall be transferred to the Buyer free and clear of all Encumbrances liens, claims, interests, obligations and encumbrances whatsoever under Section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Assets to Purchaser and protecting Purchaser against any liens, claims, interests, obligations and encumbrances against Sellers or the Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers' commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and 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, (xii) determining that Purchaser is not a successor to Sellers or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any kind of the Excluded Liabilities or nature whatsoever; Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, claim, cause of action or encumbrance against Purchaser or the Assets related thereto, and (2xiii) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver finding that, pursuant to the terms of this Agreement; and (3Section 1146(c) the Seller, upon assuming and assigning to the Buyer of each of the Assumed ContractsBankruptcy Code, will have properly assumed the within transaction is "in contemplation of a plan or plans of reorganization to be confirmed in the Bankruptcy Cases," and assigned the same, as such shall be free and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation clear of any Requirement of Lawand all transfer tax, stamp tax or similar taxes; (4) the Buyer PROVIDED, HOWEVER, that Purchaser's obligations hereunder shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of conditioned on the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than security interests as findings set forth in Schedule 4.3clause (xiii); . Sellers shall use their best efforts to obtain entry of the Sale Approval Order. Purchaser's obligations to consummate the transactions contemplated herein shall be conditioned upon the Bankruptcy Court's entry of the Sale Approval Order in form and (H) no consents or approvals of substance satisfactory to Purchaser. To the extent that there is any other Governmental Authorities or any third parties are required to be obtained in connection with inconsistency between this paragraph and the transaction contemplated herebySale Approval Order, the Sale Approval Order shall govern.

Sale Approval Order. An order or orders (Without limiting the "Sale Approval Order") in the form of Schedule 6.10B, which Sale Approval Order shall be in form and substance satisfactory to the Buyer and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c) and other applicable provisions generality of the Bankruptcy Codeforegoing Section 5.4(b), among other things: (A) authorizing and approving the sale of the Acquired Assets to the Buyer pursuant to this Agreement free and clear of all Encumbrances whatsoeverapproval order, and approving the terms of this Agreement; (B) finding that the Buyer is acting in good faith, and is entitled to the protections of a buyer under Section 363(m) of the Bankruptcy Code pursuant to the transactions contemplated by this Agreement; (C) finding that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (D) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by this Agreement, including notice to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will be transferred to the Buyer free and clear of all Encumbrances of any kind or nature whatsoever; (2) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and assigning to the Buyer of each of the Assumed Contracts, will have properly assumed and assigned the same, and there will be no defaults thereunder as of the Closing Date and the assignment to Buyer shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without F (the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank“Sale Approval Order”), N.A., Seller's secured lender, of a non-disturbance agreement shall be reasonably acceptable in form reasonably acceptable and substance to Purchaser and shall include provisions, among other things (i) providing that Purchaser shall not incur any liability as a successor to the BuyerBusiness, Buyer's lender (ii) approving the sale of the Purchased Assets to Purchaser on the terms and Key Bank); conditions set forth in this Agreement and authorizing Seller to proceed with this transaction, (Eiii) stating that any objections filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are overruled or the interests of such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (iv) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of Purchase Price represents fair value for the Excluded Belleville Avenue Property and/or any judgmentsPurchased Assets, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (Fv) finding that any customers the sale is in the best interests of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claimsSeller’s estate and creditors, contracts and other dealings with Seller; (Gvi) finding that no PersonPurchaser is a good faith purchaser of the Purchased Assets under section 363(m) of the Bankruptcy Code and that the provisions of section 363(n) of the Bankruptcy Code have not been violated, including any Affiliate (vii) providing that the sale of Seller, owns any Acquired the Purchased Assets or any interest therein (other than security interests as set forth in Schedule 4.3); to Purchaser shall be free and (H) no consents or approvals clear of all Encumbrances whatsoever under section 363 of the Bankruptcy Code and any other Governmental Authorities or any third parties are required to be obtained in connection with applicable sections of the transaction contemplated hereby.Bankruptcy Code,

Sale Approval Order. An order or orders Without limiting the generality of the foregoing Section 6.5(b), the sale approval order, in the form annexed hereto as Exhibit 2 (the "Sale Approval Order") in the form of Schedule 6.10B), which Sale Approval Order shall be acceptable in form and substance satisfactory to the Buyer Purchaser and its counsel in their sole discretion, pursuant to Sections 105, 363, 365 and 1146(c) and other applicable provisions of the Bankruptcy Codeshall include provisions, among other things: things (Ai) authorizing and providing that Purchaser shall not incur any liability as a successor to the Business, (ii) approving the sale of the Acquired Assets to Purchaser on the Buyer pursuant to terms and conditions set forth in this Agreement free and clear authorizing Seller to proceed with this transaction, (iii) stating that any objections filed with respect to the sale of all Encumbrances whatsoeverthe Assets, and approving which have not been withdrawn, are overruled or the terms interests of this Agreement; such objections have been otherwise satisfied or adequately provided for by the Bankruptcy Court, (Biv) finding that the Buyer Purchase Price represents fair value for the Assets, (v) finding that the sale is acting in the best interests of Seller's estate and creditors, (vi) finding that Purchaser is a good faith, and is entitled to faith purchaser of the protections of a buyer Assets under Section 363(m) of the Bankruptcy Code pursuant to the transactions contemplated by this Agreement; (C) finding and that the transfer to the Buyer and the transactions contemplated by this Agreement will be free and exempt from all federal, state municipal and other laws imposing a transfer, stamp, excise, recording or other similar Tax; (Dprovisions of Section 363(n) containing such other findings and provisions as may be reasonably requested by the Buyer (including a finding that notice of the transactions contemplated by this AgreementBankruptcy Code have not been violated, including notice (vii) providing that the sale of the Assets to all parties to the Assumed Contracts, has been properly given) to assure that: (1) title to the Acquired Assets will Purchaser shall be transferred to the Buyer free and clear of all Encumbrances whatsoever under section 363 of the Bankruptcy Code and any other applicable sections of the Bankruptcy Code, (viii) providing that the Bankruptcy Court shall retain jurisdiction for the purpose of enforcing the provisions of the Sale Approval Order including, without limitation, compelling delivery of the Assets to Purchaser and protecting Purchaser against any Encumbrances against Seller or the Assets, (ix) finding that there are no brokers involved in consummating the sale and no brokers' commissions are due, (x) providing that the parties hereto shall be authorized to close this transaction immediately upon execution of the Sale Approval Order pursuant to Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure, (xi) authorizing and directing Seller 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, (xii) determining that Purchaser is not a successor to Seller or otherwise liable for any of the Excluded Liabilities or Excluded Assets and permanently enjoining each and every holder of any kind of the Excluded Liabilities or nature whatsoever; Excluded Assets from commencing, continuing or otherwise pursuing or enforcing any remedy, claim, cause of action or Encumbrance against Purchaser or the Assets related thereto, (2xiii) the Seller will be duly authorized to execute and deliver such documents and instruments as the Seller is required to execute and deliver finding that, pursuant to Section 1146(a) of the terms Bankruptcy Code, the within transaction is "in contemplation of this Agreement; a plan to be confirmed under Section 1129 of the Bankruptcy Code in the Bankruptcy Case," and as such shall be free and clear of any and all transfer tax, stamp tax or similar taxes, and (3xiv) declaring that Seller owns all the Seller, upon assuming and assigning copyrights to the Buyer of each True Ceramic Pro - Live Ops (TCP5) infomercial and the master tapes relating to the same and owns all trademarks, patents, patent applications and copyrights relating to the True Ceramic Pro product and all advertising and marketing materials relating thereto, and (xv) declaring that any licenses to Seller's Intellectual Property (or any third party's contributed as part of the Assumed Contractssale), will have properly assumed and assigned the sameincluding patents, copyrights, and there will trademarks, granted to third parties prior to the Closing shall be no defaults thereunder nullified as of the Closing Date Date. To the extent that there is any inconsistency between this paragraph and the assignment to Buyer Sale Approval Order, the Sale Approval Order shall not constitute a default thereunder or constitute a violation of any Requirement of Law; (4) the Buyer shall not be liable for or assume any pre-petition or post-petition debts, liabilities, obligations or commitments of the Seller or any other party of any kind or nature whatsoever in respect of the Business or Acquired Assets or otherwise, except for the post-closing obligations under any Assumed Contracts and the obligations of Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the necessity of obtaining any Lease Consents thereto (and providing for the execution and delivery by KeyBank, N.A., Seller's secured lender, of a non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's lender and Key Bank); (E) finding that the Buyer will have no liabilities or obligations of any kind or nature whatsoever in respect of the Excluded Belleville Avenue Property and/or any judgments, orders, awards or decrees entered into by the Seller or any other Person relating thereto; (F) finding that any customers of Buyer following the Closing Date shall not have a right of set-off against Buyer arising out of any claims, contracts and other dealings with Seller; (G) finding that no Person, including any Affiliate of Seller, owns any Acquired Assets or any interest therein (other than security interests as set forth in Schedule 4.3); and (H) no consents or approvals of any other Governmental Authorities or any third parties are required to be obtained in connection with the transaction contemplated herebygovern.