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. 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. 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 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.

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. 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. 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 (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.of‌

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. 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. 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. 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. 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 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 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. 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 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. 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. 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.