Common use of Sale Order Clause in Contracts

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court. The Sale Order shall, among other things, (ai) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (iA) the execution, delivery and performance by Sellers Seller of this AgreementAgreement and the terms of this Agreement in all respects, (iiB) the sale of the Acquired Purchased Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Claims and Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iiiC) the performance by Sellers Seller of their its obligations under this Agreement, ; (bii) authorize and empower Sellers Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (ciii) enjoin and forever bar any creditors or any other person from bringing any claims or asserting any liens against Purchaser or the Purchased Assets other than for Assumed Liabilities; and (iv) find that Buyer is a “good faith” purchaser within the meaning of section 363(m(A) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer Purchaser pursuant to this Agreement represents the highest or otherwise best offer for the Purchased Assets and constitutes reasonably equivalent value and fair consideration for the Acquired Purchased Assets, (hB) find that Buyer as of the Closing, the transactions contemplated by this Agreement effect a legal, valid, enforceable and Sellers did not engage in any conduct which would allow effective sale and transfer of the Purchased Assets, (C) Seller gave due and proper notice of the transactions contemplated by this Agreement to be set aside pursuant each party entitled to section such notice, (D) this Agreement was negotiated and entered into at arms’ length and Purchaser is a “good faith” buyer within the meaning of Section 363(m) of the Bankruptcy Code and grants Purchaser the protections of Section 363(m) of the Bankruptcy Code, (E) the provisions of Section 363(n) of the Bankruptcy Code have not been violated and (iF) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order Purchaser is not stayed and is effective immediately upon entrya successor to Seller. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Aa) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, and (Bb) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code.

Sale Order. An Order approving the sale transaction shall be entered by the Bankruptcy Court, and shall be in a form and substance acceptable to Seller and Purchaser (the “Sale Order”). The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers Seller of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers Seller of their its obligations under this Agreement, ; (b) authorize and empower Sellers Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, ; (d) find that Buyer shall have no Liability include an injunction against any holder of a Claim against Seller or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets from asserting, prosecuting or otherwise pursuing such Claim against Purchaser (other than as expressly set forth in this Agreement, including successor with respect to the Assumed Liabilities) or vicarious Liabilities asserting any Encumbrance against any of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, the Acquired Assets (other than a Permitted Encumbrance); (e) find include a finding that, upon payment of Cure Costs, all Assigned Contracts that Buyer has provided adequate assurance (as that term is used in section are subject to the provisions of Section 365 of the Bankruptcy Code) of future performance Code or otherwise pursuant to applicable Law, remain in connection full force and effect with all parties to the Assigned Contracts enjoined from asserting against Purchaser any default, breach, acceleration, assignment fees, increases, or any other fees resulting from Seller’s assumption and assignment of the Transferred Contracts, Assigned Contracts to Purchaser; and (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find include a finding that the consideration provided sale does not and will not subject Purchaser to any liability by Buyer reason of such sale pursuant to any bulk-transfer laws, successor liability, or similar theories to the maximum extent permitted by applicable Law, in all cases except as expressly provided in this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entryAgreement. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A1) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code Code, and (B2) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s entry of the Sale Order shall be appealed, Seller and Purchaser shall use reasonable efforts to defend such appeal(s).

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser (and any Affiliate) on the terms set forth herein herein, and to the extent permitted by applicable law, free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances)) and the assumption of the Assumed Liabilities on the terms set forth herein, and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer Purchaser (or any Assignee) the Transferred Assigned Contracts, (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets Assets, the Assumed Liabilities or the Business other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, successor or transferee Liability, labor law, de facto merger, merger or substantial continuity, (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, Assigned Contracts and (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court on or before the first business day after August 4, 2011 substantially in the form attached hereto as Exhibit C and otherwise in form and substance acceptable to Sellers and the Purchaser. The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers HUSA of this Agreement, (ii) the sale by HUSA of the Acquired Purchased Assets (other than the Auxiliary Health Assets (hereinafter defined)) to Buyer the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers HUSA of their its obligations under this Agreement, ; (b) authorize and empower Sellers HUSA to assume and assign to Buyer the Transferred Purchaser the Assigned Contracts, ; and (c) find that Buyer the Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, HUSA and grant Buyer the Purchaser the protections of section Section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer The Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller HUSA to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Aa) demonstrating that Buyer the Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (Bb) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal. As used herein, the term “Auxiliary Health Assets” shall mean the collective reference of all assets of Auxiliary Health which are being transferred by Auxiliary Health to Purchaser as a portion of the Purchased Assets.

Sale Order. The Parties will use commercially reasonable efforts to cause the Sale Order to be entered by the Bankruptcy Court. The Sale Order shall, among other things, (ai) authorize and approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (iA) the execution, delivery and performance by Sellers the Seller of this Agreement, (iiB) the sale of the Acquired Purchased Assets to Buyer the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iiiC) the performance by Sellers the Seller of their its obligations under this Agreement, ; (bii) authorize and empower Sellers the Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; and (ciii) find that Buyer the Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, the Seller and grant Buyer the Purchaser the protections of section Section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer The Purchaser agrees that it will promptly take such actions as are reasonably requested by any the Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Aa) demonstrating that Buyer the Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (Bb) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, the Seller shall use reasonable efforts to defend such appeal.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court substantially in the form attached hereto as Exhibit C and otherwise in form and substance reasonably acceptable to Sellers and the Purchaser. The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Purchased Assets to Buyer the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement, ; (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Purchaser the Assigned Contracts, ; (c) authorize the Sellers to grant the Purchaser, other specified Persons and their respective Affiliates, successors and assigns the releases provided for in the Sale Order and (d) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, Seller and grant Buyer the Purchaser the protections of section Section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer The Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Ax) demonstrating that Buyer the Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (By) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal. In the event that Purchaser chooses to close the transactions contemplated by this Agreement notwithstanding the pendency of an appeal of the Sale Order, Sellers shall continue to use reasonable efforts to defend such appeal, provided, however, such undertaking shall be contingent upon Purchaser’s agreement to reimburse Sellers, on terms and conditions reasonably acceptable to Sellers, for Sellers professional fees relating to such efforts, in amounts to be mutually agreed by Champion and the Purchaser.

Sale Order. The Sale Order shallshall be acceptable to Purchaser in form and substance and, among other thingsprovisions required by Purchaser, shall: (a) approveapprove this Agreement and the transactions contemplated hereby in all respects; (b) find that, pursuant to sections 105, 363 and 365 as of the Bankruptcy CodeClosing Date, (i) the executiontransactions contemplated by this Agreement effect a legal, delivery valid, enforceable and performance by Sellers of this Agreement, (ii) the effective sale and transfer of the Acquired Purchased Assets required to Buyer be sold to Purchaser on the terms set forth herein Closing Date and shall vest Purchaser with valid title to the Purchased Assets, and valid, record, marketable and insurable title to the Land free and clear of all Encumbrances except (other than Permitted Encumbrances), and (iiia) the performance by Sellers of their obligations under this Agreementas set forth on Schedule 5.5, (b) authorize for the Assumed Liabilities, and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) for Permitted Encumbrances; (c) find that Buyer the total consideration provided by Purchaser for the Purchased Assets is the highest and best offer received by the Company, is a “fair and reasonable price for the Purchased Assets, and the Purchase Price constitutes reasonably equivalent value, fair consideration and fair value under applicable state and federal law; (d) find that the transactions contemplated by this Agreement are in the best interests of the Company and its estate, are undertaken by Purchaser and the Company at arm’s length and in good faith” purchaser within , such parties are entitled to the meaning protections of section Section 363(m) of the Bankruptcy Code, find satisfy the provisions of Section 363(f) of the Bankruptcy Code, and that Buyer Purchaser is not a successor to any Selleran “insider” of the Company, as that term is defined in section 101(31) of the Bankruptcy Code, and grant Buyer is a good faith purchaser of the protections of section Purchased Assets pursuant to Section 363(m) of the Bankruptcy Code, ; (de) approve any other agreement to the extent provided by this Agreement; (f) find that Buyer the Company gave good and sufficient notice of the assumption and assignment of the Assumed Agreements and all Assumed Agreements shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related be assumed by the Company and assigned to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section Purchaser pursuant to Section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, ; (g) find provide that transactions contemplated by this Agreement do not constitute a fraudulent transfer under the Bankruptcy Code or any similar law of the United States, and state, territory possession thereof, or the District of Columbia, and that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration Purchaser will not have any successor or transferee liability for liabilities of the Acquired Company (whether under federal or state law or otherwise) as a result of the sale of the Purchased Assets, ; (h) find that Buyer authorize and Sellers did not engage in any conduct which would allow this Agreement direct the Company to be set aside pursuant to section 363(n) of consummate the Bankruptcy Code and transactions contemplated hereby; (i) order that, notwithstanding the provisions enjoin any person or entity with notice thereof from interfering with Purchaser’s use and enjoyment of the Federal Rules of Bankruptcy Procedures 6004(hPurchased Assets; and (j) provide that any and 6006(d)all valid liens and other interests in the Purchased Assets other than (i) as set forth on Schedule 5.5, (ii) the Sale Order is not stayed Assumed Liabilities, and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller (iii) for Permitted Encumbrances, shall attach to assist in obtaining Bankruptcy Court approval the proceeds of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) sale of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy CodePurchased Assets to Purchaser.

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers Seller of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances)) and the assumption of the Assumed Liabilities on the terms set forth herein, and (iii) the performance by Sellers Seller of their its obligations under this Agreement, (b) authorize and empower Sellers Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets as of the Closing Date other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, Assigned Contracts and (f) find that Buyer shall have Purchaser has no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Ax) demonstrating that Buyer Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (By) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Bankruptcy Court shall have entered the Sale Order, which shall have authorized Sellers to convey to Buyer all of its right, title and interest in and to the Acquired Assets free and clear of all Liens and the Bankruptcy Court shall have approved the assignment and assumption of the Assumed Contracts as contemplated hereby. The Sale Order shallOrder, which must be reasonably satisfactory in form and substance to Buyer, shall authorize Sellers to enter into and consummate this Agreement and the transactions contemplated herein in their entirety, and shall further provide, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, that (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale transfers of the Acquired Assets by Seller to Buyer on pursuant to this Agreement (a) are or will be valid and effective transfers of the terms set forth herein and Assets; (b) vest or will vest Buyer with good title to the Assets, free and clear of all Encumbrances Liens (other than except for Permitted EncumbrancesLiens or those related to Assumed Liabilities), ; and (c) do not and will not subject Buyer to any liability as a successor of Seller: (ii) the Bankruptcy Court retains jurisdiction to enforce the provisions of this Agreement in all respects; (iii) the performance provisions of the Sale Order are nonseverable and mutually dependent; (iv) the transactions contemplated by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Agreement are undertaken by Buyer the Transferred Contracts, (c) find that Buyer is a “in good faith” purchaser within the meaning of section , as that term is used in Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor ; (v) pursuant to any Seller, and grant Buyer the protections of section 363(mSection 363(n) of the Bankruptcy Code, the consideration paid under this Agreement was not controlled by an agreement among potential bidders; (dvi) find that Buyer the terms and provisions of the Sale Order and this Agreement shall have no Liability remain in full force and effect upon the dismissal or responsibility for any Liability conversion of the Bankruptcy Case to a case or other obligation of any Seller arising cases under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 Chapter 7 of the Bankruptcy Code; (vii) the stay provided for under Federal Rule of future performance in connection with Bankruptcy Procedure 6004(g) is waived; (viii) the assumption terms and provisions of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to Sale Order and this Agreement constitutes reasonably equivalent value shall be binding on all creditors and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage other parties in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of interest in the Bankruptcy Code Case; and (iix) order that, notwithstanding the provisions Rule 6004(g) and Rule 6006(d) of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d)Procedure, the Sale Order is not stayed and is effective shall take effect immediately upon entry. Buyer agrees that it will promptly take signature and any stay of such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer Order is a “good faith” purchaser under section 363(m) of the Bankruptcy Code lifted and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Codewaived.

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement, ; (b) authorize and empower Sellers to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section Section 363(m) of the Bankruptcy Code, ; (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, ; (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section Section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Assigned Contracts, ; and (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant . Without limiting Sellers’ obligation to this Agreement constitutes take all such actions as are reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement necessary to be set aside pursuant to section 363(n) obtain Bankruptcy Court approval of the Bankruptcy Code and (i) order thatSale Order, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such reasonable actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Ax) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (By) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. Nothing in this Agreement shall require Purchaser or its Affiliates to give testimony to or submit any pleading, affidavit or information to the Bankruptcy Court or any Person that is untruthful or to violate any duty of candor or other fiduciary duty to the Bankruptcy Court or its stakeholders.

Sale Order. By no later than three (3) business days following entry of the Break-Up Fee Order, Seller and the Company will file the Sale Motion, through which they will seek an order of the Bankruptcy Court in form reasonably satisfactory to the Buyer and consistent with this Agreement (the "Sale Order"). The Sale Order shall, among other things, things (ai) approve, order the sale of the Closing Shares to Buyer pursuant to sections 105, 363 and 365 Section 363(b) of the Bankruptcy Code, (i) Code on the execution, delivery terms and performance by Sellers of conditions set forth in this AgreementAgreement and authorize Seller to proceed with this transaction, (ii) order that the sale of the Acquired Assets to Buyer on the terms set forth herein and Closing Shares shall be free and clear of all Encumbrances (other than Permitted Encumbrances)and provide for an injunction in favor of Buyer and its property, and including the Closing Shares, prohibiting any holder of a claim from taking any action or enforcing any Encumbrance against the Closing Shares, (iii) the performance by Sellers of their obligations under this Agreement, include specific findings that: (bA) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” faith purchaser within of the meaning of section Closing Shares and under Section 363(m) of the Bankruptcy Code, find Code is entitled to all protections thereby; that Buyer is not a successor to Seller and this Agreement does not constitute a de facto merger or consolidation of Seller and Buyer; Buyer is not a mere consolidation or substantial continuation of Seller's business; Buyer is entering the sale in good faith; (B) any Sellerobjections to the Agreement and related transactions are overruled, and grant Buyer that future objections to the protections of section 363(mAgreement or related transactions are barred; (C) any subsequent bankruptcy proceedings by Seller or the Company or reorganized Seller or dismissal of the Bankruptcy Code, (d) find that Buyer Case shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under not affect the Agreement or related transactions; (D) that Seller has full authority to execute the Agreement; and all necessary corporate action has been taken; no consents or approvals other than those expressly provided in the Agreement are required for consummation of the Agreement and related transactions; (E) approval of the Agreement and consummation of the transactions are in best interest of Seller and the Company and their respective creditors and estates; (F) reasonable opportunity to object or be heard with respect to the Acquired Assets other than as expressly set forth Sale Motion has been afforded to all interested entities; (G) the Agreement was negotiated, proposed and entered by Seller and Buyer, without collusion, in this Agreementgood faith, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, and from arms length bargaining positions with parties represented by counsel and financial advisors; (eH) find that Buyer has provided adequate assurance (as that term is used in section 365 the terms and conditions of the Bankruptcy CodeAgreement and related transaction are fair and reasonable; (I) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code Court retains exclusive jurisdiction to enforce the Sale Order; and (iJ) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions other items as are reasonably requested by any Seller acceptable to assist in obtaining Buyer. Both Buyer's and Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court approval Court's entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall be entered by the Bankruptcy Court on or before the first business day after forty (40) days following the entering of the Bidding Procedure Order substantially in the form attached hereto as Exhibit C and otherwise in form and substance acceptable to Sellers and the Purchaser. The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers HUSA of this Agreement, (ii) the sale by HUSA of the Acquired Purchased Assets (other than the Auxiliary Health Assets (hereinafter defined)) to Buyer the Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers HUSA of their its obligations under this Agreement, ; (b) authorize and empower Sellers HUSA to assume and assign to Buyer the Transferred Purchaser the Assigned Contracts, ; and (c) find that Buyer the Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, HUSA and grant Buyer the Purchaser the protections of section Section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer The Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller HUSA to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Aa) demonstrating that Buyer the Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (Bb) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s approval of the Sale Order shall be appealed, Sellers shall use reasonable efforts to defend such appeal. As used herein, the term “Auxiliary Health Assets” shall mean the collective reference of all assets of Auxiliary Health which are being transferred by Auxiliary Health to Purchaser as a portion of the Purchased Assets.

Sale Order. An Order approving the sale transaction shall be entered by the Bankruptcy Court, and shall be in a form and substance reasonably acceptable to Sellers and Purchaser (the “Sale Order”). The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, ; (b) authorize and empower Sellers to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, ; (d) find that Buyer shall have no Liability include an injunction against any holder of a Claim against Sellers or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets from asserting, prosecuting or otherwise pursuing such Claim against Purchaser (other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, with respect to the Assumed Liabilities); (e) find include a finding that, upon payment of Cure Costs, all Assigned Contracts that Buyer has provided adequate assurance (as that term is used in section are subject to the provisions of Section 365 of the Bankruptcy Code) of future performance Code or otherwise pursuant to applicable Law, remain in connection full force and effect with all parties to the Assigned Contracts enjoined from asserting against Purchaser any default, breach, acceleration, assignment fees, increases, or any other fees resulting from Sellers’ assumption and assignment of the Transferred Contracts, Assigned Contracts to Purchaser; and (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find include a finding that the consideration provided sale does not and will not subject Purchaser to any liability by Buyer reason of such sale pursuant to any bulk-transfer laws, successor liability, or similar theories to the maximum extent permitted by applicable Law, in all cases except as expressly provided in this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entryAgreement. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller Sellers to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A1) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code Code, and (B2) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s entry of the Sale Order shall be appealed, Sellers and Purchaser shall use reasonable efforts to defend such appeal(s).

Sale Order. The Sale Order shallwill provide, among other things, (a) approve, that pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) : the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Purchased Assets shall be sold to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than except for Permitted EncumbrancesEncumbrances and Assumed Liabilities); to the extent that (A) there are restrictions on the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Buyer of any Purchased Asset or (B) the same would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Authority), and then (iii1) such consent, authorization, approval or waiver is not required and/or (2) the performance Purchased Asset subject to such consent, authorization, approval or waiver shall be assigned or transferred regardless of any such restriction or necessary consent, authorization, approval or waiver and that there shall be no breach or adverse effect on the rights of Sellers or the Buyer for the failure to obtain any such consent, authorization, approval or waiver or otherwise comply with such restriction; the transactions contemplated by Sellers of their obligations under this AgreementAgreement were negotiated at arm’s length, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is acted in good faith in all respects and Buyer shall be found to be a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, ; the terms and grant Buyer the protections of section 363(m) conditions of the Bankruptcy Code, (d) find that sale of the Purchased Assets to Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth herein are approved; each Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that ; Buyer and Sellers did not engage in any conduct which that would allow the transactions contemplated by this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance Code; the Sale Order is binding upon any successors to each Seller, including any trustees in respect of future performance within such Seller or the meaning Purchased Assets in the case of section 365 any proceeding under chapter 7 of the Bankruptcy Code; and effective as of the Closing, assuming the Closing (as defined in the Barrick Asset Purchase Agreement) shall have occurred prior to, or contemporaneously with, the Closing, all Claims of Barrick against the Sellers and their Affiliates who are debtors in the Bankruptcy Case, whether or not such Claims were asserted by Barrick in its Proofs of Claim (Claim Nos. 223 and 224) are disallowed in their entirety and there shall be no recovery from the Sellers or their Affiliates in respect of such Claims. If the Sale Order is appealed, Buyer and Sellers shall use their respective commercially reasonable efforts to defend such appeal at their own cost and expense. Each Seller further covenants and agrees that the terms of any plan of reorganization or liquidation, or any order of dismissal, submitted to the Bankruptcy Court by such Seller shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement.

Sale Order. (a) The Sale Order shall, among other things, shall have been entered and become a Final Order. (ab) approve, pursuant to sections 105, 363 and 365 Notice of the hearing on the Sale Order shall have been duly given to (i) all parties entitled to notice of the Sellers' intent to sell the Transferred Assets (and assume and assign the Designated Contracts) under Bankruptcy CodeRule 2002, the Bankruptcy Code or other applicable nonbankruptcy law, and (ii) all parties owning, claiming or asserting a Lien, Claim or other interest in or to any of the Transferred Assets, including all other parties to Designated Contracts. (c) The Sale Order shall be in full force and effect and not stayed as of the Closing Date and shall provide that (i) the execution, delivery Sellers are authorized and performance directed to enter into the transactions contemplated by Sellers this Agreement and the Acquisition Documents and to execute and deliver all documents and perform all acts necessary or appropriate to effectuate the sale of this Agreement, the Transferred Assets to the Purchaser; (ii) the sale of transactions contemplated by this Agreement are undertaken by the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “Purchaser in good faith” purchaser within the meaning of section , as that term is used in Section 363(m) of the Bankruptcy Code, find that Buyer and the Purchaser shall have all of the benefits of such section; and (iii) in the event the Purchaser is not entitled to receive payment of a successor purchase price adjustment pursuant to any SellerSection 2.6(f) hereof in an amount greater than the Escrow Fund, and grant Buyer the protections application of section 363(m) the proceeds of the Transaction by Parent's senior secured lenders shall be provisional and, upon entry of an order of the Bankruptcy CodeCourt upon motion by Purchaser or Sellers with notice to such lenders, (d) find that Buyer such lenders shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related remain subject to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 jurisdiction of the Bankruptcy Code) of future performance in connection with Court and obligated to forthwith disgorge and remit to Purchaser any such payable to Purchaser as a post-closing adjustment hereunder from the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided Transaction proceeds received by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Codelenders.

Sale Order. The Sale Order shallshall be entered no later than three (3) days after the Sale Hearing. The Sale Order shall be in a form acceptable to Buyer in its reasonable discretion and provide, among other things, that: (ai) approvethis Agreement is valid and enforceable; (ii) this Agreement and the Contemplated Transactions are approved; (iii) on the Closing Date, the Purchased Assets shall be sold to Buyer free and clear of any and all Liens (except for Permitted Liens), including any liens granted during the Chapter 11 Cases, and Liabilities (other than Assumed Liabilities); (iv) on the Closing Date, the Assumed Contracts shall be assumed by Sellers and assigned to Buyer pursuant to sections 105, 363 and Section 365 of the Bankruptcy Code, (i) and, 4848-1716-0445 unless a counterparty to an Assumed Contract has agreed otherwise in writing, the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to pay the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Cure Costs that are Assumed Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance due in connection with the assumption and assignment of Assumed Contracts; (v) all causes of actions against any counterparty to the Transferred Assumed Contracts, related in any way to the Assumed Contracts, shall be forever released and waived by Sellers. Sellers, however, shall be entitled to assert any defenses against any claim asserted by any counterparty to the Assumed Contracts; and (fvi) find that Buyer all persons and entities, including, governmental, tax and regulatory authorities, lenders, trade and other creditors holding interests or claims of any kind or nature whatsoever against Sellers or their assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or noncontingent, liquidated or unliquidated, senior or subordinated), arising under or out of, in connection with or in any way relating to Sellers, the Purchased Assets, or the operations of Sellers prior to the Closing shall have no Liability claims against Buyer, its affiliates, successors or assigns, property or the Purchased Assets such persons’ or entities’ interests or claims, subject to rights of parties or individuals for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) claims arising out of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy CodeAssumed Liabilities.

Sale Order. (a) The Sale Order shallshall have been entered and shall be in full force and effect and not stayed as of the Closing Date. (b) The Sale Order shall be in full force and effect and not stayed as of the Closing Date and shall find and provide, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, that (i) Seller is authorized and directed to enter into the execution, delivery transactions contemplated by this Agreement and performance by Sellers the Acquisition Documents and to execute and deliver all documents and perform all acts necessary or appropriate to effectuate the sale of this Agreement, the Transferred Assets to Purchaser; (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance transactions contemplated by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “Agreement are undertaken by Purchaser in good faith” purchaser within the meaning of section , as that term is used in Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor and Purchaser shall have all of the benefits of such section; (iii) the Transferred Assets sold to Purchaser pursuant to this Agreement shall be transferred to Purchaser free and clear of all interests and Liens (except Permitted Exceptions) and Liabilities of any SellerPerson, such interests, Liens and Liabilities to attach to the Purchase Price payable pursuant to Article III, and grant Buyer that Purchaser otherwise shall be entitle to the protections full extent of section 363(mthe benefits provided to a purchaser of assets under Section 363(f) of the Bankruptcy Code; (iv) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm’s length bargaining positions; (dv) find that Buyer the License and all Designated Contracts shall be assumed by Purchaser pursuant to Section 365 of the Bankruptcy Code and, as required by this Agreement and Purchaser shall have no Liability obligation to pay, or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than for, such Cure Amounts except as expressly set forth otherwise provided in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer and Seller shall have no further Liability for any Excluded Liability, (g) find that the consideration provided by Buyer under such Designated Contracts pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(nSection 365(k) of the Bankruptcy Code and except as otherwise provided in this Agreement, (ivi) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order Purchaser is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions acquiring or assuming any of Seller’s or any other Person’s Liabilities except as are reasonably requested by any Seller to assist expressly provided in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with this Agreement; (vii) the Bankruptcy Court for purposesretains jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement, among othersor the breach hereof, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (Bviii) establishing adequate assurance this Agreement and the transactions and instruments contemplated hereby shall be specifically performable and enforceable against and binding upon, and not subject to rejection or avoidance by, Seller or any Chapter 7 or Chapter 11 trustee of future performance within the meaning of section 365 of the Bankruptcy Codeany Seller or its estate.

Sale Order. The Sale Order shallshall be substantially in the form attached hereto as Exhibit T or otherwise reasonably acceptable to Buyer and Sellers and provide, among other things, that (ait being understood that the Sale Order attached as Exhibit T hereto satisfies these standards): (i) approvethis Agreement is valid and enforceable; (ii) this Agreement and the Contemplated Transactions are approved; (iii) on the Closing Date, the Purchased Assets shall be sold to Buyer free and clear of any and all Encumbrances (except for Permitted Encumbrances and as otherwise provided for in this Agreement or the Sale Order), including any liens granted during the Chapter 11 Cases; (iv) on the Closing Date, the Assumed Contracts shall be assumed by each Seller and assigned to Buyer pursuant to sections 105, 363 and Section 365 of the Bankruptcy Code, Code and Buyer shall pay the Cure Costs due in connection with the assumption and assignment of Assumed Contracts; (ia) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and Government Program provider agreements are statutory entitlement assets that are sold free and clear of all Encumbrances (other than Permitted claims and Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, or (b) authorize if agreed to by CMS, MassHealth, Buyer and empower Sellers the Sellers, the Government Program provider agreements may be assumed by, or transferred to, Buyer or one of more of its Affiliates subject to assume and assign payment to Government Programs, as applicable, of funds by Buyer or one or more of its Affiliates of an amount acceptable to Buyer in its discretion (which amount shall be reasonably acceptable to Sellers) (such amount, the Transferred Contracts“Government Program Settlement Amount”), such that the Buyer shall not be otherwise responsible for any claims (cincluding rights to setoff or recoupment) find or liabilities, whether known or unknown, currently existing or hereinafter arising, associated with the Provider Agreements during the period prior to the Closing Date, and including any claims for liabilities associated with the Provider Agreements that Buyer is a “good faith” purchaser within have not yet been brought or exercised in advance of Closing; (vi) all persons and entities, including, governmental, tax and regulatory authorities, lenders, trade, and other creditors holding interests or claims of any kind or nature whatsoever against any Seller or Seller Affiliate or Seller’s or Seller Affiliate’s assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or noncontingent, liquidated or unliquidated, senior or subordinated), arising under or out of, in connection with or in any way relating to any Seller, Seller Affiliate, the meaning Purchased Assets, or the operations of section 363(many Seller or the Business prior to Closing shall have no claims against Buyer, its Affiliates, successors or assigns, property, or the Purchased Assets related to such interests or claims, subject to rights of parties or individuals for claims arising out of Assumed Liabilities; and (vii) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, Seller or any of their Affiliates in any respect and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall not have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities liability of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of with respect to the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer Purchased Assets pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy CodeSection 6.15.

Sale Order. The Sale Order shall be acceptable to Purchaser and shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement on the terms set forth in this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer Purchaser the Transferred ContractsAssigned Contracts pursuant to section 365 of the Bankruptcy Code, (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Assigned Contracts, (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, Liability and (g) find that the consideration provided by Buyer pursuant authorize Purchaser or Purchaser’s Advisors to this Agreement constitutes reasonably equivalent value file UCC-3 termination statements and fair consideration for other documents or instruments necessary to effectuate release of Encumbrances concerning the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy CodeCode and in accordance with the Bidding Procedures Order.

Sale Order. By no later than three (3) business days following entry of the Procedures Order, Seller and the Company will file the Sale Motion, through which they will seek an order of the Bankruptcy Court in form reasonably satisfactory to the Buyer and consistent with this Agreement (the "Sale Order"). The Sale Order shall, among other things, things (ai) approve, order the sale of the Closing Shares to Buyer pursuant to sections 105, 363 and 365 Section 363(b) of the Bankruptcy Code, (i) Code on the execution, delivery terms and performance by Sellers of conditions set forth in this AgreementAgreement and authorize Seller to proceed with this transaction, (ii) order that the sale of the Acquired Assets to Buyer on the terms set forth herein and Closing Shares shall be free and clear of all Encumbrances (other than Permitted Encumbrances)and provide for an injunction in favor of Buyer and its property, and including the Closing Shares, prohibiting any holder of a claim from taking any action or enforcing any Encumbrance against the Closing Shares, (iii) the performance by Sellers of their obligations under this Agreement, include specific findings that: (bA) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” faith purchaser within of the meaning of section Closing Shares and under Section 363(m) of the Bankruptcy Code, find Code is entitled to all protections thereby; that Buyer is not a successor to Seller and this Agreement does not constitute a de facto merger or consolidation of Seller and Buyer; Buyer is not a mere consolidation or substantial continuation of Seller's business; Buyer is entering the sale in good faith; (B) any Sellerobjections to the Agreement and related transactions are overruled, and grant Buyer that future objections to the protections of section 363(mAgreement or related transactions are barred; (C) any subsequent bankruptcy proceedings by Seller or the Company or reorganized Seller or dismissal of the Bankruptcy Code, (d) find that Buyer Case shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under not affect the Agreement or related transactions; (D) that Seller has full authority to execute the Agreement; and all necessary corporate action has been taken; no consents or approvals other than those expressly provided in the Agreement are required for consummation of the Agreement and related transactions; (E) approval of the Agreement and consummation of the transactions are in best interest of Seller and the Company and their respective creditors and estates; (F) reasonable opportunity to object or be heard with respect to the Acquired Assets other than as expressly set forth Sale Motion has been afforded to all interested entities; (G) the Agreement was negotiated, proposed and entered by Seller and Buyer, without collusion, in this Agreementgood faith, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, and from arms length bargaining positions with parties represented by counsel and financial advisors; (eH) find that Buyer has provided adequate assurance (as that term is used in section 365 the terms and conditions of the Bankruptcy CodeAgreement and related transaction are fair and reasonable; (I) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code Court retains exclusive jurisdiction to enforce the Sale Order; and (iJ) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions other items as are reasonably requested by any Seller acceptable to assist in obtaining Buyer. Both Buyer's and Seller's obligations to complete the sale and purchase of the Closing Shares are conditioned upon the Bankruptcy Court approval Court's entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order must be reasonably acceptable to Purchaser in all material respects and shall, among other things, (a) approve, pursuant to sections 105, 363 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers Seller of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers Seller of their its obligations under this Agreement, ; (b) authorize and empower Sellers Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section 363(m) of the Bankruptcy Code, ; (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, ; (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Assigned Contracts, ; and (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller the Company to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Ax) demonstrating that Buyer Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (By) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall, among other things, (a) approvePrior to the Closing, and subject to the provisions of this Agreement, Purchaser and US Seller shall use their commercially reasonable efforts to obtain entry of an order or orders by the Bankruptcy Court pursuant to sections 105, Sections 363 and 365 of the Bankruptcy CodeCode (the “Sale Order”), which shall approve of this Agreement and the transactions described herein, and which shall be (1) in form and substance reasonably acceptable to the Purchaser and (2) contain the following provisions in terms reasonably acceptable to the parties (it being understood that certain of such provisions may be contained in either the findings of fact or conclusions of law to be made by the Bankruptcy Court as part of the Sale Order): (i) that US Seller may sell, transfer and assign the executionAcquired Assets and assume and assign the Assigned Contracts to Purchaser pursuant to this Agreement and Bankruptcy Code, delivery and performance by Sellers of this Agreement, as applicable; (ii) the sale transfers of the Acquired Assets by US Seller to Buyer on Purchaser (A) vest or will vest Purchaser with all right, title and interest of US Seller in and to the terms set forth herein and Acquired Assets, free and clear of all Encumbrances Liens (other than except for the Assumed Liabilities and Permitted EncumbrancesLiens), and (B) constitute transfers for reasonably equivalent value and fair consideration under the Bankruptcy Code; (iii) the performance transactions contemplated by Sellers of their obligations under this AgreementAgreement are undertaken by Purchaser and US Seller at arm’s length, (b) authorize without collusion and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “in good faith” purchaser faith within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer and the Purchaser and US Seller is not a successor entitled to any Seller, and grant Buyer the protections of section Section 363(m) of the Bankruptcy Code, ; (div) find a determination that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to selling the Acquired Assets free and clear of all Liens is in the best interest of the US Seller’s Estate. (b) If the Sale Order or any other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 orders of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant Court relating to this Agreement constitutes reasonably equivalent value and fair consideration shall be appealed by any person (or a petition for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to certiorari or motion for rehearing or reargument shall be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(dfiled with respect thereto), each party hereto agrees to use commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, however, that nothing herein shall preclude the parties hereto from consummating the Transactions if the Sale Order is shall have been entered and has not been stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller in which event Purchaser shall be able to assist in obtaining Bankruptcy Court approval assert the benefits of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and and, as to Acquired Assets sold by Debtors, free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section Section 363(m) of the Bankruptcy Code, (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, (f) authorize the Credit Bid mechanics, including the assignment of the right to receive the proceeds of the Credit Bid, and (g) find that waive the consideration 14 day stay period provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures Rule 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Xxxxxxxxx agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy CodeCode and in accordance with the Modified Bidding Procedures Order.

Sale Order. The Sale Order shall, among other things, provide for the following: (a) approveapproval, pursuant to sections 105, 363 363, and 365 of the Bankruptcy Code, of (i1) the execution, delivery and performance by Sellers of this Agreement, (ii2) the sale of the OpCo Acquired Assets to Buyer OpCo Purchaser and the sale of the PropCo Acquired Assets to PropCo Purchaser, in each case, on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the OpCo Assumed Liabilities (in the case of the OpCo Acquired Assets) or the PropCo Assumed Liabilities (in the case of the PropCo Acquired Assets) and Permitted Post-Closing Encumbrances), and (iii3) the performance by Sellers of their respective obligations under this Agreement, ; (b) authorize authorization and empower empowerment of the Sellers to assume and assign to Buyer OpCo Purchaser the Transferred OpCo Assigned Contracts and to PropCo Purchaser the PropCo Assigned Contracts, ; (c) find a finding that Buyer each Purchaser is a “good faith” purchaser buyer within the meaning of section 363(m) of the Bankruptcy Code, find a finding that Buyer each Purchaser is not a successor to any Seller, and grant Buyer granting to each Purchaser the protections of section Section 363(m) of the Bankruptcy Code, ; (d) find a finding that Buyer each Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, ; (e) find a finding that Buyer each of OpCo Purchaser (in connection with the assumption of the OpCo Assigned Contracts) and PropCo Purchaser (in connection with the assumption of the PropCo Assigned Contracts) has provided or will promptly provide adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, performance; (f) find a finding that Buyer any sublease of any PropCo Acquired Leases to the OpCo Purchaser pursuant to the Master Lease Agreement or the Distribution Centers Lease Agreement and any related subleases within the Purchaser Group are approved pursuant to section 365 of the Bankruptcy Code if such finding is necessary pursuant to the terms of such PropCo Acquired Leases as reasonably determined by OpCo Purchaser or PropCo Purchaser; (g) a finding that each Purchaser shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, ; (h) find that Buyer the Debtors shall enter into the Master Lease Agreement and Sellers did Distribution Centers Lease Agreement with the OpCo Purchaser on the OpCo Closing Date; (i) that, upon the entry into the Master Lease Agreement and Distribution Centers Lease Agreement, the Debtors will appoint a representative of Hilco Real Estate, LLC, acting at the direction of PropCo Purchaser, to carry out the Debtors’ obligations under the Master Lease Agreement and Distribution Centers Lease Agreement; (j) that the Debtors (and, if applicable, any trustee or estate representative appointed in the Bankruptcy Case or any successor Chapter 7 case (a “Trustee”)) shall perform under, and shall not engage be permitted to terminate or reject, the Master Lease Agreement or Distribution Centers Lease Agreement; (k) that the Debtors (and, if applicable, a Trustee) shall perform under, and not be permitted to terminate or reject, any ground leases to which the PropCo Assets are subject and shall take all actions necessary to keep such ground leases in effect (including without limitation paying rent thereunder), in each case except as otherwise approved by OpCo Purchaser and BidCo; (l) that the Debtors (and, if applicable, a Trustee) shall comply with the terms and conditions of the Master Lease Agreement and Distribution Centers Lease Agreement and shall respond in a timely manner to requests made by the OpCo Purchaser under the Master Lease Agreement and Distribution Centers Lease Agreement (including without limitation requests for consent thereunder); (m) that the Debtors acknowledge that specific performance by the Debtors is an appropriate remedy under the Master Lease Agreement and Distribution Centers Lease Agreement (and such acknowledgement shall be binding on a Trustee, if applicable); (n) that to the extent the Debtors breach the Master Lease Agreement or Distribution Centers Lease Agreement, any conduct which would allow this claims by the Opco Purchaser for such breach(es) of the Master Lease Agreement to or Distribution Centers Lease Agreement will be set aside (A) be deemed allowed superpriority administrative expense claims pursuant to sections 105(a), 503(b), and 507(a)(2) of the Bankruptcy Code with priority over all other administrative expenses of the kind specified in section 363(n503(b) of the Bankruptcy Code and such allowed superpriority administrative expense claims shall be superior in priority to all other similarly situated claims asserted or allowed in the Bankruptcy Case and (iB) order thatbe carved out from and not be subject to the liens and claims granted in connection with the DIP Obligations, notwithstanding Term Loan Obligations, First Lien Notes Obligations or Second Lien Notes Obligations pursuant to the provisions of DIP Credit Agreement and the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(dother DIP Documents (including the Final DIP Order), the Sale Order is not stayed Term Loan Agreement and is effective immediately upon entry. Buyer agrees the other Term Loan Credit Documents, the First Lien Notes Indenture and the other First Lien Notes Documents and the Second Lien Notes Indenture and the other Second Lien Notes Documents; (o) that it all properties subject to the Master Lease Agreement and Distribution Centers Lease Agreement will promptly take only be able to be transferred subject to such actions as are reasonably requested by any Seller Master Lease Agreement and Distribution Centers Lease Agreement; (p) that the Debtors shall assign Master Lease Agreement and Distribution Centers Lease Agreement to assist in obtaining PropCo on the PropCo Closing Date; (q) that the Bankruptcy Court approval will retain exclusive jurisdiction with respect to enforcement of this Agreement, including the Transition Services Agreement, and, until the PropCo Closing, the Master Lease Agreement and Distribution Centers Lease Agreement; and (r) that the Term Loan/First Lien Notes Collateral Agent is authorized and directed, pursuant to the Instruction Letter and the Sale Order, including furnishing affidavits or other documents or information for filing to effectuate the Credit Bid in accordance with this Agreement and the Bankruptcy Court for purposesSale Order, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) and any assignee of the Bankruptcy Code Credit Bid, if applicable, is bound by the terms and (B) establishing adequate assurance of future performance within the meaning of section 365 provisions of the Bankruptcy CodeInstruction Letter and any related direction to the Term Loan/First Lien Notes Collateral Agent (which direction is ratified), the terms of the Sale Order and this Agreement.

Sale Order. The Sale Order shallOn February 23, among other things2007, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy CodeCourt entered the Sale Order, (i) the executionattached hereto as Exhibit A, delivery and performance by Sellers of this Agreement, (ii) approving the sale of the Acquired Assets to Buyer Business for no less than $2,000,000 plus the Royalty Amounts (as defined below) and on substantially the same terms set forth herein and in the draft Agreement that was attached to the Sale Order. The Sale Order (a) provides for a sale of the Assets free and clear of any and all Encumbrances (other than liens, claims, encumbrances and interests, except Permitted Encumbrances)Liens, and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize authorizes the assumption by SeraCare and empower Sellers the assignment to Buyer, effective upon the Closing, of the Equipment Leases and Contracts (the “Assumed Agreements”) set forth on Schedule 2.4 and set forth in a pleading submitted to the Bankruptcy Court on the following terms and conditions: (i) As of the Closing, SeraCare shall assign to the Buyer the Assumed Agreements. The Assumed Agreements each shall be identified by the date of such Assumed Agreement and the other party to the Assumed Agreement (to the extent the foregoing information is available), all included on Schedule 2.4 and included in an exhibit attached to either the motion filed in connection with the Sale Order or a motion for authority to assume and assign such Assumed Agreements. Such Schedule 2.4 and such exhibit shall set forth the amounts necessary to Buyer cure defaults under each of such Assumed Agreements as determined by SeraCare based on SeraCare’s books and records. (ii) If there exists on the Transferred ContractsClosing Date any default related to an Assumed Agreement, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer SeraCare shall have no Liability or responsibility be responsible for any Liability or other obligation of any Seller arising under or related amounts to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer be cured pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(nSection 365(a) of the Bankruptcy Code as a condition to the assumption and (i) order thatassignment of such Assumed Agreement. At or prior to the Closing Date, notwithstanding SeraCare shall pay all cure amounts for the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) Assumed Agreements, and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller shall cooperate with SeraCare in providing to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing any evidence necessary to prove adequate assurance of future performance within necessary to effect the meaning of section 365 assumption and assignment of the Assumed Agreements. (iii) Buyer shall be responsible for all costs and expenses incurred after the Closing Date that are necessary in connection with providing adequate assurance of future performance with respect to the Assumed Agreements. Notwithstanding anything to the contrary herein, SeraCare shall have the unconditional right to terminate or reject in the Bankruptcy CodeCourt any Equipment Leases or Contracts not assumed by Buyer as Assumed Agreements pursuant to this Section 2.4.

Sale Order. (i) The Sale Order shallshall be substantially in the form attached hereto as Exhibit C, among other thingsor as otherwise expressly approved by Buyer and Sellers in their sole discretion, (a) approveand the proposed findings contained therein, pursuant to sections 105, 363 including the findings that the purchase and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Purchased Assets to Buyer on the terms set forth herein and is free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth are incorporated in this Agreement, including successor or vicarious Liabilities of . (ii) Sellers shall (A) consult with Buyer and its advisors concerning any kind or character, including any theory of antitrust, environmental, successorpleadings that it intends to file with the Bankruptcy Court in connection with, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of which might reasonably affect the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d)Court’s approval of, the Sale Order is not stayed or any other proposed order relating to this Agreement, the Auction, or the Chapter 11 Cases, and is effective immediately upon entry. (B) provide Buyer agrees with a reasonable opportunity to review and comment on all such pleadings, including all applications, notices, proposed orders and other documents relating thereto, as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court, which such applications, pleadings, notices, proposed orders, and other documents shall be in form and substance acceptable to Buyer. (iii) Sellers shall provide Buyer and its counsel with copies of all notices, filings, and Orders that it will promptly take such actions as are reasonably requested by any Seller or any Affiliate of any Seller has in its possession (or receives) pertaining to assist in obtaining Bankruptcy Court approval of the Sale Motion, the Bidding Procedures Order, the Sale Order, including furnishing affidavits or any other Order related to any of the transactions contemplated by this Agreement promptly after receipt thereof, but only to the extent such documents or information for filing with are not publicly available on the docket of the Bankruptcy Court or otherwise made available to Buyer and its counsel. (iv) Any and all Orders of the Bankruptcy Court relating to this Agreement shall be in form and substance acceptable to Buyer (such approval not to be unreasonably withheld). If any Order of the Bankruptcy Court relating to this Agreement or the transactions contemplated hereby, including the Bidding Procedures Order and the Sale Order, shall be appealed by any Person other than Buyer (or if any petition for purposescertiorari or motion for reconsideration, among othersamendment, of clarification, modification, vacation, stay, rehearing, or reargument shall be filed with respect to any such Order), or a stay pending appeal is requested with respect to any such Order, Sellers shall promptly (A) demonstrating that notify Buyer is of such appeal, petition, motion, or stay request, (B) provide to Buyer a “good faith” purchaser under section 363(mcopy of the related notice and related pleadings or Order of stay, and (C) provide Buyer with written notice of any motion, application, or other pleading filed in connection with any appeal from such Order, but only to the extent such documents are not publicly available on the docket of the Bankruptcy Code Court or otherwise made available to Buyer and its counsel. Sellers shall diligently defend against such appeal, petition, motion, or stay request and shall use their commercially reasonable efforts to obtain an expedited resolution of any such appeal, petition, or motion; provided, that Sellers shall consult with Buyer regarding the status of any such actions. (Bv) establishing adequate assurance In the event an appeal is taken or a stay pending appeal is requested from the Sale Order, Sellers shall immediately notify Buyer of future performance within such appeal or stay request and shall provide to Buyer promptly a copy of the meaning related notice of section 365 appeal or order of stay. Sellers shall also provide Buyer with written notice of any motion or application filed in connection with any appeal from such orders, but only to the extent such documents are not publicly available on the docket of the Bankruptcy CodeCourt or otherwise made available to Buyer and its counsel. Sellers agree to take all action as may be reasonable and appropriate to defend against such appeal or stay request and Sellers and Buyer agree to use their reasonable efforts to obtain an expedited resolution of such appeal or stay request; provided, that nothing herein shall preclude the Parties from consummating the transactions contemplated hereby, if the Sale Order shall have been entered and has not been stayed and Buyer, in its sole discretion, waives in writing the condition that the Sale Order be a Final Order.

Sale Order. The Bankruptcy Court shall have entered the Sale Order. The Sale Order shallshall not have been vacated, stayed, amended, reversed or modified. The Sale Order shall contain (or be accompanied by) findings of fact and conclusions of law by the Bankruptcy Court that, among other things, find and conclude that (ax) approve, pursuant to sections 105, the transactions contemplated hereby are in good faith and otherwise satisfy the provisions of Sections 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find including that Buyer Purchaser is a “good faith” faith purchaser for value within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section Section 363(m) of the Bankruptcy Code, (dy) find that Buyer shall have no Liability or responsibility for any Liability or other obligation the stays of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, Rules 6004 (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, 6006 (hd) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(hProcedure shall not apply and (z) that the Seller has complied with all applicable notice requirements with respect to the transactions contemplated by this Agreement. The Sale Order shall provide and 6006(d)declare that all right, title and interest of Seller under each of the Assumed Contracts (other than Assumed Contracts under which Seller is a licensee of a non-exclusive license of intellectual property rights and consent of the licensor to assignment is required, but such licensor has objected to the Sale Motion) shall, upon Closing, be transferred and assigned to and fully and irrevocably vest in Purchaser and remain in full force and effect and shall relieve Seller from any further obligations under the Assumed Contracts as provided for in 11 U.S.C. ss.365(k). The Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents Order shall also declare and include or information for filing with be accompanied by findings of fact and conclusions of law of the Bankruptcy Court for purposeswhich, among othersother things, shall determine and declare: (a) that each Assumed Contract is in full force and effect and is an executory contract of the applicable Seller under Section 365 of the Bankruptcy Code; (Ab) demonstrating that Buyer Seller may assume each such Assumed Contract (other than Assumed Contracts under which Seller is a “good faith” purchaser licensee of a non-exclusive license of intellectual property rights and consent of the licensor to assignment is required, but such licensor has objected to the Sale Motion) in accordance with Section 365 of the Bankruptcy Code; (c) that Seller may assign each such contract (other than Assumed Contracts under section 363(mwhich Seller is a licensee of a non-exclusive license of intellectual property rights and consent of the licensor to assignment is required, but such licensor has objected to the Sale Motion) in accordance with Section 363 and 365 of the Bankruptcy Code and any provisions in any contract that prohibit or condition the assignment of such contract constitute unenforceable anti-assignment provisions which are void and of no force and effect; (Bd) establishing adequate assurance that all other requirements and conditions under Section 363 and 365 of future performance within the meaning Bankruptcy Code for the assumption by Seller and assignment to Purchaser of section each such Assumed Contract have been satisfied; (e) that upon Closing, in accordance with Section 363 and 365 of the Bankruptcy Code, Purchaser shall be fully and irrevocably vested in all right, title and interest of each such contract and that following the Closing, each such Assumed Contract shall remain in full force and effect: (f) that the assignments of each such contract are in good faith under Section 363(b) and (m) of the Bankruptcy Code; (g) that the cure amount set forth for each Assumed Contract in the applicable exhibit to the Sale Motion shall be final and binding on the non-debtor party to the Contract unless a different amount is set forth in the Sale Order; and (h) that Seller gave due and proper notice of such assumption and assignment to each licensor, sublicensor and other non-debtor party under each such Assumed Contract as well as to any sublicensees. The Sale Order and any related findings of fact and conclusions of law with respect to the matters set forth in this Section 4.1(b) shall be in form and substance reasonably satisfactory to the Purchaser.

Sale Order. Promptly following the Auction, and in no event later than three business days thereafter, PRC-Mississippi and VVI will file a joint motion for an order of the Bankruptcy Court in form reasonably satisfactory to the Purchaser (and for purposes of this Section 8.2 and other provisions of this Agreement to be performed after the Auction, the term "Purchaser" shall mean the successful bidder for the Assets) and consistent with this Agreement (the "Sale Order"). The Sale Order shallshall (i) order the sale of the Assets to the Purchaser pursuant to Section 363(b) of the Bankruptcy Code, among other thingson the terms and conditions set forth in this Agreement and authorize PRC-Mississippi and VVI to proceed with this transaction, (aii) approveapprove the assumption by PRC-Mississippi and VVI and assignment to Purchaser (subject to Purchaser's consent, pursuant to sections 105, 363 and where applicable) of the Executory Contracts under Section 365 of the Bankruptcy Code, (iiii) the execution, delivery and performance by Sellers of this Agreement, (ii) order that the sale of the Acquired Assets to Buyer on the terms set forth herein and shall be free and clear of all Encumbrances (liens, claims, interests and encumbrances other than Permitted Encumbrances), and ; (iiiiv) the performance by Sellers of their obligations under this Agreement, include specific findings that: (ba) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer Purchaser is a “good faith” faith purchaser within of the meaning of section Assets and under 11 U.S.C. Paragraph 363(m) of the Bankruptcy Code, find is entitled to all protections thereby; that Buyer Purchaser is not a successor to any Seller, PRC-Mississippi or VVI and grant Buyer the protections of section 363(m) this Agreement does not constitute a de facto merger or consolidation; Purchaser is not a mere consolidation or substantial continuation of the Bankruptcy Code, Businesses; Purchaser is entering the sale in good faith; (b) any objections to the Agreement and related transactions are overruled; (c) any subsequent bankruptcy proceedings by PRC-Mississippi or VVI (or reorganized entities succeeding thereto) or dismissal of the Chapter 11 proceeding shall not affect the Agreement or related transactions; (d) find that Buyer shall PRC-Mississippi and VVI have full authority to execute the Agreement; all necessary corporate action has been taken; no Liability consents or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets approvals other than as those expressly set forth provided in this Agreement, including successor or vicarious Liabilities the Agreement are required for consummation of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, the Agreement and related transactions; (e) find that Buyer has provided adequate assurance (as that term is used in section 365 approval of the Bankruptcy Code) of future performance in connection with the assumption Agreement and consummation of the Transferred Contracts, transactions contemplated hereby are in the best interest of PRC-Mississippi and VVI and their creditors and estates; (f) find that Buyer shall PRC-Mississippi and VVI have no Liability demonstrated both good, sufficient and sound business purpose and justification for any Excluded Liabilitythe sale pursuant to 11 U.S.C. Paragraph 363 prior to, and outside of a Plan of Reorganization; (g) find that reasonable opportunity to object or be heard with respect to the consideration provided by Buyer pursuant Sale Motion has been afforded to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, all interested entities; (h) find that Buyer the Agreement was negotiated, proposed and Sellers did not engage entered into by the parties hereto, without collusion, in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code good faith, and from arms-length bargaining positions with parties represented by counsel and financial advisors; (i) order that, notwithstanding the provisions terms and conditions of the Federal Rules of Agreement and related transaction are fair and reasonable; (j) the Bankruptcy Procedures 6004(h) and 6006(d), Court retains exclusive jurisdiction to enforce the Sale Order is not stayed Order; and is effective immediately upon entry. Buyer agrees that it will promptly take (k) such actions other items as are reasonably requested by any Seller acceptable to assist in obtaining Purchaser. Both Purchaser's and Sellers' obligations to complete the sale and purchase of the Resort are conditioned upon the Bankruptcy Court approval Court's entry of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

Sale Order. An Order approving the sale transaction shall be entered by the Bankruptcy Court, and shall be in a form and substance acceptable to Seller and Purchaser (the “Sale Order”). The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers Seller of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers Seller of their its obligations under this Agreement, ; (b) authorize and empower Sellers Seller to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer Purchaser is a “good faith” purchaser buyer within the meaning of section Section 363(m) of the Bankruptcy Code and grant Purchaser the protections of Section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, ; (d) find that Buyer shall have no Liability include an injunction against any holder of a Claim against Seller or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets from asserting, prosecuting or otherwise pursuing such Claim against Purchaser (other than as expressly set forth in this Agreement, including successor with respect to the Assumed Liabilities) or vicarious Liabilities asserting any Encumbrance against any of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, the Acquired Assets (other than a Permitted Encumbrance); (e) find include a finding that, upon payment of Cure Costs, all Assigned Contracts that Buyer has provided adequate assurance (as that term is used in section are subject to the provisions of Section 365 of the Bankruptcy Code) of future performance Code or otherwise pursuant to applicable Law, remain in connection full force and effect with all parties to the Assigned Contracts enjoined from asserting against Purchaser any default, breach, acceleration, assignment fees, increases, or any other fees resulting from Seller’s assumption and assignment of the Transferred Contracts, Assigned Contracts to Purchaser; and (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find include a finding that the consideration provided sale does not and will not subject Purchaser to any liability by Buyer reason of such sale pursuant to any bulk-transfer laws, successor liability, or similar theories to the maximum extent permitted by applicable Law, in all cases except as expressly provided in this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entryAgreement. Buyer Purchaser agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of of‌ (A1) demonstrating that Buyer Purchaser is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code Code, and (B2) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. In the event that the Bankruptcy Court’s entry of the Sale Order shall be appealed, Seller and Purchaser shall use reasonable efforts to defend such appeal(s).

Sale Order. The Sale Order shall, among other things, (a) approve, pursuant to sections Sections 105, 363 363, and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer Purchaser on the terms set forth herein and free and clear of all Encumbrances (other than Encumbrances included in the Assumed Liabilities and Permitted Encumbrances), and (iii) the performance by Sellers of their respective obligations under this Agreement, ; (b) authorize and empower Sellers to assume and assign to Buyer Purchaser the Transferred Assigned Contracts, ; (c) find that Buyer is a “good faith” purchaser within the meaning of section Section 363(m) of the Bankruptcy Code, find that Buyer Purchaser is not a successor to any Seller, and grant Buyer Purchaser the protections of section Section 363(m) of the Bankruptcy Code, ; (d) find that Buyer Purchaser shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, ; (e) find that Buyer Purchaser has provided adequate assurance (as that term is used in section Section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Assigned Contracts, ; and (f) find that Buyer Purchaser shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant Liability bligation to this Agreement constitutes take all such actions as are reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement necessary to be set aside pursuant to section 363(n) obtain Bankruptcy Court approval of the Bankruptcy Code and (i) order thatSale Order, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer Purchaser agrees that it will promptly take such reasonable actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (Ax) demonstrating that Buyer is a “good faith” purchaser under section Section 363(m) of the Bankruptcy Code and (By) establishing adequate assurance of future performance within the meaning of section Section 365 of the Bankruptcy Code. Nothing in this Agreement shall require Purchaser or its Affiliates to give testimony to or submit any pleading, affidavit or information to the Bankruptcy Court or any Person that is untruthful or to violate any duty of candor or other fiduciary duty to the Bankruptcy Court or its stakeholders.