Common use of Bankruptcy Court Approval Clause in Contracts

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

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

Bankruptcy Court Approval. (a) As soon as practicable, but in any event within four business days following the execution of this Agreement, the Sellers shall use all commercially reasonable efforts file a motion in form and substance reasonably satisfactory to obtain the Purchaser (the "Motion") under Sections 105, 363 and 1146(c) of the Bankruptcy Code seeking entry of an order (the "Bankruptcy Court approval Approval") approving this Agreement and the transactions contemplated hereby and containing the provisions set forth in (i) through (xi) below. The Bankruptcy Court Approval, substantially in the form of the Sale Order whichwhich is attached hereto as Exhibit B, shall, among other things, will contain findings of fact and conclusions of law : (i) finding that this Agreement was proposed by grant the parties relief requested in good faith and represents the highest and best offer for the Purchased AssetsMotion; (ii) finding ratify and approve the execution and delivery of this Agreement by the Sellers and the Trustee on behalf of the Sellers and authorize the Sellers' performance hereunder and to authorize them to execute and deliver any additional documents and instruments requested by the Purchaser and to perform thereunder in order to carry out the provisions of and transactions contemplated by this Agreement; (iii) authorize and direct the Sellers to sell the Target Securities held by them, pursuant to the terms and conditions herein, to the Purchaser, free and clear of all and any Liens, liabilities and Claims of every kind or nature; (iv) authorize and direct the Trustee on behalf of the Sellers to vote the Target Securities in accordance with the provisions of Section 5.4; (v) determine that the Purchaser is a good faith purchaser under pursuant to Section 363(m) of the Bankruptcy Code and Code; (vi) determine that the provisions of Section 363(n) Purchaser is not deemed to have, de facto or otherwise, merged with or into the Sellers or to be a mere continuation of the Bankruptcy Code have not been violatedSellers; (iiivii) authorizing determine that the Purchase Price is a fair and directing Sellers reasonable price for the Target Securities held by the Sellers; (viii) confirm the adequacy of notice to consummate all creditors and parties in interest; (ix) provide for the transaction retention of jurisdiction in the Bankruptcy Court over matters relating to the transactions contemplated by in this Agreement and sell only as they relate to the Purchased Assets to Purchaser Sellers; (x) exempt the transactions contemplated hereby from transfer taxes pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f1146(c) of the Bankruptcy Code); and (xi) declare that neither the Company nor any Subsidiary of the Company nor any of their respective assets or properties is directly or indirectly liable for or subject to any Claim that has been or may be asserted against the Sellers or any of them, the Consolidated Estate, or any affiliate (other than the Assumed Liabilities and Company or its Subsidiaries) of the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor Sellers or of the Company or its Subsidiaries to the Business; extent that such Claim is based in whole or in part upon (ivi) authorizing and directing Sellers to executeactions (or inactions) of or by the Sellers, deliverthe Consolidated Estate, perform under, consummate and implement, this Agreement, together any of their affiliates or any Person acting in concert with all additional instruments and documents them (other than the Company or its Subsidiaries) or (ii) the fact that may be reasonably necessary the Company or desirable to implement any of its Subsidiaries were at any time affiliates of the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liabilityof them, including, without limitation, (viA) finding claims that Purchaser’s acquisition have been scheduled in the Bankruptcy Case, (B) claims evidenced by proofs of claim filed in the Purchased Assets Bankruptcy Case, (C) claims relating to Taxes, (D) claims under ERISA, and assumption (E) Environmental Claims, and enjoin any and all holders of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability any such claim from commencingasserting, continuing prosecuting or otherwise pursuing any such claim against the Company or enforcing any remedyof its Subsidiaries or any of their respective assets or properties; provided, claim that if the Bankruptcy Court will not grant such declaration and injunction for all or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale any of the Purchased Assets does matters enumerated in subparagraphs (A) through (E) above, the Sellers and the Consolidated Estate shall and hereby do (in the event that such injunction and declaration is not constitute a sub xxxx plan of reorganization; granted and (viii) directing Sellers, at subject to the direction approval of the PurchaserBankruptcy Court without any stay thereof being in force), to immediately consummate jointly and severally, indemnify Parent, the sale of Purchaser and their successors, permitted assigns and affiliates, and their respective officers, directors, employees, agents, representatives and affiliates (collectively, the Purchased Assets without awaiting "Purchaser Indemnified Parties") from and against and shall reimburse the expiration same for and in respect of any applicable time period and all losses, costs, fines, liabilities, claims, penalties, damages (other than consequential damages) and expenses (including all legal fees and expenses) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated (collectively "Losses") which may be suffered, sustained or incurred by, or claimed or assessed against, any of them or to which any of them may be subject, in connection with any and all Claims, suits or Losses which arise from or are related to the matters set forth above but not so covered by such declaration and injunction; provided, however, that any claims for appealing indemnification under this Section 5.5(a) that are not asserted against the Sale OrderSellers and the Consolidated Estate by the Purchaser Indemnified Parties on or before substantial consummation of any Chapter 11 plan for the Sellers shall be forever barred and discharged. The Sellers shall promptly notify the Purchaser of any action taken by the Bankruptcy Court with respect to the approval required hereunder.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval Promptly following the execution of this Agreement and the finalization of the auction sale, Seller will seek the entry of an order (the “Sale Order whichOrder”) in the Bankruptcy Cases in accordance with Motion of the Debtors For an Order: (A)(I) Authorizing the Sale of Such Assets Free and Clear of Liens, among other thingsClaims, will contain findings Encumbrances, and Other Interests; (II) Authorizing and Approving Purchase Agreement Thereto; (III) Approving the Assumption and Assignment of fact Certain Executory Contracts and conclusions of law Unexpired Leases Related Thereto; and (IV) Granting Related Relief that (i) finding that approves the sale of the Assets to Purchaser on the terms and conditions set forth in this Agreement was proposed by and authorizes Seller to proceed with the parties sale of the Assets to Purchaser on the terms and conditions set forth in good faith and represents the highest and best offer for the Purchased Assets; this Agreement, (ii) includes a specific finding that Purchaser is a good faith purchaser under Section of the Assets within the meaning of §363(m) of the Bankruptcy Code and that is entitled to the provisions protections of Section 363(n§363(m) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, (iii) states that the sale of the Assets to Purchaser shall be free and clear of all Encumbrances interests and claims (including any except as expressly provided in this Agreement), and all “interests” in (iv) approves Seller’s assumption and assignment to Purchaser of the Purchased Assets within the meaning of Section 363(f) Property Leases and Equipment Leases pursuant to § 365 of the Bankruptcy Code)Code subject to Purchaser’s ability to demonstrate to the Bankruptcy Court adequate assurance of future performance under the Property Leases and Equipment Leases. Purchaser shall provide a copy of its financial statements and such other financial information reasonably available to Purchaser that is required by the Bankruptcy Court to demonstrate Purchaser’s ability to assume, other than or to take an assignment of, the Assumed Liabilities Property Leases and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale OrderEquipment Leases.

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

Bankruptcy Court Approval. (a) Sellers On or before two Business Days after the commencement of the Chapter 11 Case, Seller shall use all commercially reasonable efforts to obtain file a motion or motions with the Bankruptcy Court approval seeking entry of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties Approval Order (as defined in good faith Section 5.16(d)) approving, inter alia, the sale of the Estate Property (as defined in Section 5.16(d)) to Buyer pursuant to section 363 of the Bankruptcy Code, subject to higher and represents the highest better offers and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser an order, in form and substance reasonably satisfactory to Buyer and Seller (the "SALE PROCEDURES ORDER"), (A) approving the Termination Amount and the Bankruptcy Termination Amount and providing that, in the event the obligation of Seller to pay Buyer either the Termination Amount or the Bankruptcy Termination Amount arises, such obligation will constitute an administrative expense under Section 363(mSections 503(b) and 507(a)(1) of the Bankruptcy Code and that will be payable in accordance with the provisions of Section 363(n) 9.1 of this Agreement without further order of the Bankruptcy Code have not been violated; Court, (iiiB) authorizing and directing Sellers to consummate establishing procedures for the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 submission of competing offers, including, without limitation, that a competing offer, whether a proposed Recapitalization Transaction or a proposed purchase of the Bankruptcy CodeShares, free will not be considered to be a higher and clear better offer unless, at a minimum, such offer provides for aggregate consideration of at least $7,000,000 in excess of the Purchase Price and is otherwise a Superior Proposal and (C) scheduling a hearing to consider entry of the Approval Order and providing that notice of such hearing be given to all Encumbrances (including of Seller's creditors and interest holders of record. Buyer and Seller agree to make promptly any filings, to take all actions and to use their reasonable best efforts to obtain entry of the Sale Procedures Order, entry of the Approval Order and any and all “interests” in other approvals and orders necessary or appropriate for the Purchased Assets within the meaning of Section 363(f) consummation of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Ordertransactions contemplated hereby.

Bankruptcy Court Approval. (a) Sellers shall In the event any Pledgor or Indemnitor files for relief under the Bankruptcy Code and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the transactions contemplated hereunder, subject to compliance with law and any applicable orders of the bankruptcy court, trustee, receiver or equivalent Person, Pledgor will use all commercially its reasonable best efforts to obtain Bankruptcy Court approval of the Sale Order a court order which, among other things, will contain findings of fact and conclusions of law (i) finding determines that this Agreement (and any other Surety Credit Documents entered into by Pledgor with Surety) was proposed by the parties Surety in good faith and represents the highest and best offer for the Purchased Assetsshould be approved; (ii) finding determines that Purchaser Surety is a good faith purchaser under Section 363(m) of creditor who gave "new value" and entered into a "contemporaneous exchange for value" with Pledgors as contemplated by the Bankruptcy Code Code, including, but not limited to, Sections 547(a)(2) and that the provisions of Section 363(n547(c) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free when entering into this Agreement (and clear of all Encumbrances (including any other documents entered into by Pledgor with Surety) and all “interests” in that the Purchased Assets within transfers made by Pledgors do not constitute preferences under the meaning provisions of Section 363(f) 547 of the Bankruptcy Code; (iii) authorizes and directs Pledgor to ratify this Agreement (and any other Surety Credit Documents entered into by Pledgor with Surety), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing authorizes and directing Sellers directs Pledgor, to execute, deliver, perform under, consummate consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoingtransactions contemplated in this Agreement; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable authorizes claims and recourse by Surety against the Pledged Collateral for any Retained Liability, reason set forth in this Agreement (and any other documents entered into by Pledgor or any of Indemnitors with Surety); and (vi) finding that Purchaser’s acquisition approves any post petition security interest, as provided in Section 552 of the Purchased Assets Bankruptcy Code. The provisions of this Section 5 will apply regardless of whether Pledgor is a debtor in the bankruptcy cases. In such event, and assumption at the request of Surety, Pledgor will promptly make any filings, take all actions, and use their respective best efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the Assumed Liabilities does not reflect transactions contemplated in this Agreement, subject to their obligations to comply with any order of any bankruptcy court. In the event an appeal is taken, or a significant continuity stay pending appeal is requested, from any order entered in any bankruptcy proceeding, Pledgor will immediately notify Surety of such appeal or stay request and will provide to Surety within one business day a copy of the business related notice of Sellers and permanently enjoins each and every holder appeal or order of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration stay. Pledgors will also provide Surety with written notice of any applicable time period for appealing motion or application filed in connection with any appeal from either of such orders. Pledgor will cooperate in providing such information and evidence as is necessary to obtain the Sale Orderorders described in this Section 5.

Bankruptcy Court Approval. SFI shall use its reasonable best efforts to obtain the Sale Order, which shall, among other things (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding determine that this Agreement was proposed and negotiated by the parties Buyer and SFI in good faith and at arm's length and represents the highest and best offer for the Purchased AssetsCapital Stock and should be approved; (iib) finding determine that Purchaser Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iiic) authorizing authorize and directing Sellers direct SFI to consummate sell the transaction contemplated by this Agreement Capital Stock and sell only the Purchased Assets assets to Purchaser Buyer pursuant to this Agreement and Sections Section 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances liens, claims, interests, liabilities and encumbrances (including any and all “"interests” " in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such any environmental liabilities that Purchaser shall not incur any liability as a successor attach to the Businessowner of any of the Capital Stock by operation of law; (ivd) authorizing authorize and directing Sellers direct SFI to assume contracts necessary to the businesses of the Company and Great Lakes under Section 365 of the Bankruptcy Code; (e) authorize and direct SFI to perform any and all of its obligations under Section 14.5 hereof (including the payment of any amounts required thereunder) and otherwise under this Agreement free and clear of all liens, claims, interests and encumbrances of any Person (including, without limitation, any prepetition creditors and debtor-in-possession lenders); (f) authorize and direct SFI to execute, deliver, perform under, consummate and implement, implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (vg) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins enjoin each and every holder of a Retained Liability relating to the Capital Stock or the Business incurred on or before the Closing Date from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser Buyer relative to such Retained Liability; and (viih) finding provide that the proceeds of any sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at Business or the direction Capital Stock to any Person other than the Buyer shall first be applied to the payment of the PurchaserExpense Reimbursement Amount and the Topping Fee (as defined in Section 14.5 hereof), to immediately consummate in the sale of event that a Person other than Buyer purchases the Purchased Assets without awaiting Capital Stock or the expiration of any applicable time period for appealing the Sale OrderBusiness.

Bankruptcy Court Approval. (a) Sellers In the event CoreExpress becomes a debtor in a Chapter 11 Case, then on or before four (4) Business Days after the commencement of the Chapter 11 Cases, CoreExpress shall use all commercially reasonable efforts to obtain file a motion or motions with the Bankruptcy Court approval seeking entry of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents Approval Order approving, inter alia, the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) sale of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” ii) an order substantially in the Purchased Assets within form attached hereto as Annex B (the meaning "Sale Procedure Order"), inter alia, (a) approving the Termination Amount and providing that, in the event the obligation of Section 363(fCoreExpress to pay Purchaser the Termination Amount arises, such obligation shall constitute an administrative expense under Sections 503(b) and 507(a)(1) of the Bankruptcy Code)Code and shall be payable in accordance with the provisions of Section 6.1 hereto without further order of the Bankruptcy Court, other than (b) establishing procedures and deadlines for the Assumed Liabilities submission and consideration of competing offers, including, without limitation, that (1) a competing offer to purchase or dispose of the Permitted Encumbrances, such that Purchaser shall not incur any liability Assets (a "Competing Offer") must be in substantially the same form as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together (2) a Competing Offer shall not be considered to be a higher and better offer unless, at a minimum, such offer provides for aggregate consideration in cash of at least $21,000,000 (with respect to the initial round of bidding) and of at least $100,000 in excess of the aggregate consideration contained in such bidder's prior Competing Offer (with respect to each subsequent round of bidding, if any), and (3) Purchaser shall be entitled at its option to make a revised offer following such Competing Offer, and (c) scheduling a hearing to consider entry of the Approval Order and providing that notice of such hearing be given to all additional instruments of CoreExpress' creditors and documents that may be reasonably interest holders of record and published in the Wall Street Journal (National Edition) and is otherwise in accordance with Bankruptcy Rule 2002. Purchaser and CoreExpress agree to make promptly any filings, to take all actions and to use their reasonable best efforts to obtain entry of the Sale Procedure Order, entry of the Approval Order and any and all other approvals and orders necessary or desirable to implement appropriate for the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition consummation of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Ordertransactions contemplated hereby.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain The Bankruptcy Court approval of shall have entered the Sale Order Approval Order, which, among other things, will contain findings of fact and conclusions of law (i) finding that approves, pursuant to sections 105, 363 and 365 of the Bankruptcy Code: (A) the execution, delivery and performance by Sellers of this Agreement was proposed by Agreement, including each and every term and condition hereof, and the parties in good faith other instruments and represents agreements contemplated hereby, (B) the highest and best offer for sale of the Purchased AssetsAssets to Buyer on the terms set forth herein, and (C) the performance by Sellers of their obligations under this Agreement; (ii) finding authorizes Sellers to assume and assign to Buyer the Assumed Contracts, (iii) finds that Purchaser Buyer is a “good faith purchaser under Section faith” buyer within the meaning of section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) such Approval Order shall be in full force and effect and as of the Bankruptcy Code have not been violated; (iii) authorizing Closing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Businessbe stayed, enjoined or modified; (iv) authorizing and directing provide that neither Buyer nor any of its Affiliates or stockholders will have any derivative, successor, transferee or vicarious liability of any kind or character whether fixed or contingent, for Liabilities of Sellers to execute(whether under federal or state Law or otherwise) on account of any Taxes arising, deliveraccruing, perform or payable under, consummate and implementout of, this Agreementin connection with, together with all additional instruments and documents that may be reasonably necessary or desirable in any way relating to implement the foregoingoperation of Sellers’ business prior to the Closing; (v) finding that Purchaser is not a successor waive in interest all necessary jurisdictions, (A) the so-called “bulk sales,” “bulk transfer” and similar Laws, including those related to Sellers or otherwise liable for Taxes and (B) the imposition of any Retained Liability, Taxes incurred in connection with the Transaction and the Approval Order; (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability enjoin all Persons from commencing, continuing commencing any proceeding or otherwise pursuing or enforcing taking any remedy, claim or cause of action against Purchaser relative Buyer or any of its Affiliates to recover any claim that such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganizationPerson has solely against Sellers or their Affiliates; and (viiiiv) directing provide that the obligations of Sellers relating to Taxes, whether arising under Law, by this Agreement or otherwise, shall be fulfilled by Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain The Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law shall find that (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith faitx xxxx xxxe purchaser under within the meaning of Section 363(m) of the Bankruptcy Code and that Code, (ii) the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers consideration to consummate the transaction contemplated be paid by this Agreement and sell only the Purchased Assets Purchaser to Purchaser Debtors pursuant to this Agreement is fair and Sections 363 reasonable, (iii) there are exigent business reasons to sell and assign the Assets to Purchaser and such sale and assignment are in the best interest of Debtor, and their creditors, and (iv) the notice provided with respect to the proposed sale to Purchaser i; sufficient under the circumstances of the Bankruptcy Proceedings. Contemporaneously with such finding, the Bankruptcy Court shall enter such orders as may be necessary or desirable (A) to approve this Agreement (including, subject to Section 3.2(b) and Section 11(b) hereof, an order authorizing upon the Closing, the assumption and assignment, pursuant to Section 365 of the Bankruptcy Code, free of the Executory Station Contracts, the Assumed Contracts, if any, and clear of all Encumbrances (including any and all “interests” other executory contracts included in the Purchased Assets within Assets, by Debtors to Purchaser), except that the meaning assumption and assignment of Section 363(f) each respective Executory Station Contract shall not be effective until the completion of the Bankruptcy Codeclosing under each such Executory Station Contract, subject to Section 3.2(b), other than Section 6.2 and Section 11 (b) hereof, (B) to authorize Debtors to perform their obligations hereunder so as to immediately consummate the Assumed Liabilities transactions provided for herein in accordance with this Agreement upon the entering of such orders, and (C) to retain jurisdiction over Debtors, Purchaser, and the Permitted Encumbrancessubject matter of this Agreement to issue and enter such further orders and to grant such relief as may be necessary to effectuate the transfer of all Assets and the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, such that Purchaser if the Bankruptcy Court shall approve this Agreement and the transfer of the Assets insofar as it relates to the Stations, but shall not incur any liability as a successor to issue an order providing for the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets assignment and assumption of the Assumed Liabilities does not reflect a significant continuity one or more of the business of Sellers Executory Station Contracts, this Agreement shall nonetheless be deemed approved and permanently enjoins each the Bankruptcy Court Approval shall be deemed issued and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the parties shall proceed with the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and remaining Assets, (viii) directing Sellers, at the direction excluding any of the PurchaserExecutory Station Contracts, the assignment and assumption of which was not approved), subject to an adjustment, if any, to immediately consummate the sale of Purchase Price provided for in Section 3.2(b) and the Purchased Assets without awaiting the expiration of Debtors shall be free to transfer same to any applicable time period for appealing the Sale Orderthird party.

Bankruptcy Court Approval. (a) Sellers shall In the event Principal or any Indemnitor files for relief under the Bankruptcy Code after the Effective Date and Surety determines that it is necessary or desirable that bankruptcy court approval be obtained with respect to this Agreement or the transactions contemplated hereunder, each Indemnitor will use all commercially reasonable its best efforts to obtain Bankruptcy Court approval of the Sale Order a court order which, among other things, will contain findings of fact and conclusions of law (i) finding determines that this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety) was proposed by the parties Surety in good faith and represents the highest and best offer for the Purchased Assetsshould be approved; (ii) finding determines that Purchaser Surety is a good faith purchaser under Section 363(m) of creditor who gave "new value" and entered into a "contemporaneous exchange for value" with Indemnitor as contemplated by the Bankruptcy Code Code, including, but not limited to, Sections 547(a)(2) and that the provisions of Section 363(n547(c) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free when entering into this Agreement (and clear of all Encumbrances (including any other documents entered into by Principal and all “interests” in any Indemnitor with Surety) and that the Purchased Assets within transfers made by Principal and any Indemnitor do not constitute preferences under the meaning provisions of Section 363(f) 547 of the Bankruptcy Code; (iii) authorizes and directs Indemnitor, as applicable, to ratify this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing authorizes and directing Sellers directs Indemnitor, as applicable, to execute, deliver, perform under, consummate consummate, and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoingtransactions contemplated in this Agreement; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable authorizes claims and recourse by Surety against any Collateral for any Retained Liability, reason set forth in this Agreement (and any other documents entered into by Principal and any Indemnitor with Surety); and (vi) finding that Purchaser’s acquisition approves any post petition security interest, as provided in Section 552 of the Purchased Assets Bankruptcy Code. The provisions of this Section 26 will apply regardless of whether Principal or any Indemnitor is a debtor in any bankruptcy cases. In such event, and assumption at the request of Surety, Indemnitor, as applicable, will promptly make any filings, take all actions, and use their respective best efforts to obtain any and all other approvals and orders necessary or appropriate for consummation of the Assumed Liabilities does not reflect transactions contemplated in this Agreement, subject to its obligations to comply with any order of any bankruptcy court. In the event an appeal is taken, or a significant continuity stay pending appeal is requested, from any order entered in any bankruptcy proceeding, Principal and any Indemnitor, as applicable, will immediately notify Surety of such appeal or stay request and will provide to Surety within one Business Day a copy of the business related notice of Sellers appeal or order of stay. Principal and permanently enjoins each and every holder any of a Retained Liability from commencingIndemnitors, continuing or otherwise pursuing or enforcing any remedyas applicable, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration will also provide Surety with written notice of any applicable time period for appealing motion or application filed in connection with any appeal from either of such orders. Indemnitor will cooperate in providing such information and evidence as is necessary to obtain the Sale Orderorders described in this Section 26.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable their respective best efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding determines that this Agreement was proposed by the parties Buyer in good faith and represents the highest and best offer for the Purchased Assets; Assets and should be approved, (ii) finding determines that Purchaser Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; , (iii) authorizing authorizes and directing directs Sellers to consummate the transaction contemplated by assume this Agreement and sell only the Purchased Assets to Purchaser Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all liens, claims, interests, liabilities and Encumbrances (including any and all “"interests” " in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Real Property Encumbrances, such that Purchaser Buyer shall not incur any liability as a successor to the Business; , (iv) authorizing authorizes and directing directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, including the Indemnity Escrow Agreement, that may be reasonably necessary or desirable to implement the foregoing; (v) finding authorizes claims and recourse by Buyer against the Indemnity Deposit for any reason set forth in Section 9.01, including breach of any representation and warranty of S&W in this Agreement, regardless of whether such breach relates to Assets owned or leased by S&W or any other Seller (regardless of whether such other Seller is a debtor in the Bankruptcy Cases), (vi) authorizes claims and recourse by Buyer against the LC Deposit as provided in the Indemnity Escrow Agreement and (vii) determines that Purchaser Buyer is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers Excluded Liability and permanently enjoins each and every holder of a Retained an Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser Buyer relative to such Retained Excluded Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding determines that this Agreement was proposed by the parties Buyer in good faith and represents the highest and best offer for the Purchased Assets; Assets and should be approved, (ii) finding determines that Purchaser Buyer is a good faith purchaser under Section section 363(m) of the Bankruptcy Code and that the provisions of Section section 363(n) of the Bankruptcy Code have not been violated; , (iii) authorizing authorizes and directing directs Sellers to consummate the transaction contemplated by assume this Agreement and sell only the Purchased Assets to Purchaser Buyer pursuant to this Agreement and Sections sections 363 and 365 of the Bankruptcy Code, free and clear of all liens, claims, interests, liabilities and Encumbrances (including any and all “"interests” " in the Purchased Assets within the meaning of Section section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Real Property Encumbrances, such that Purchaser Buyer shall not incur any liability as a successor to the Business; , (iv) authorizing authorizes and directing directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, that may be reasonably necessary or desirable to implement the foregoing; , and (v) finding determines that Purchaser Buyer is not a successor in interest to Sellers Sellers, or otherwise liable for any Retained Excluded Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained an Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser Buyer relative to such Retained Excluded Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.. 42

Bankruptcy Court Approval. As soon as possible following the Decision Date (aassuming that no cure period shall then be in effect) Sellers Seller and the Subsidiary Lessees shall use all commercially reasonable efforts to obtain prepare, file and thereafter in good faith support a motion seeking the entry by the Bankruptcy Court approval of an order (the "ORDER"), which Order: (A) shall approve the consummation by Seller and the Subsidiary Lessees of the Sale Order which, among other things, will contain findings of fact transactions set forth herein; and conclusions of law (B) shall provide that: (i) finding that Title shall be transferred to Buyer free and clear of all encumbrances except for any encumbrances which Buyer has expressly agreed to assume under the terms of this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased AssetsAgreement; (ii) finding that Purchaser Buyer is a purchasing the Acquired Assets in "good faith purchaser under faith" within the meaning of Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violatedCode; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 transfer of the Bankruptcy Code, free Acquired Assets constitutes a transfer for reasonably equivalent value and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Businessfair consideration; (iv) authorizing there exist valid business reasons for the prompt and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement speedy sale of the foregoingAcquired Assets; (v) finding that Purchaser the sale of the Acquired Assets is not a successor in interest to Sellers or otherwise liable for any Retained Liabilitythe best interests of Seller, and the Subsidiary Lessees, and their respective estates creditors and holders of equity interests; (vi) finding that Purchaser’s acquisition all holders of any encumbrances and of any claims against Seller or any Subsidiary Lessee (including, but not limited to any claims of any taxing authorities in respect of Taxes asserted to be due and owing (the Purchased "TAX CLAIMS") will be forever barred from asserting any encumbrances or claims against Buyer, its successor and assigns, the Acquired Assets or any other assets of Buyer and assumption its successors and assigns as a consequence of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained LiabilityTax Claims; (vii) finding that all claims and encumbrances against and interests in Seller or any Subsidiary Lessee or their respective assets shall be channeled to the Purchase Price proceeds, and following the Closing Date, the sole and exclusive right and remedy available to such claimants and interest holders with respect to their claims against Seller or any Subsidiary Lessee shall be the right to assert claims against the Purchase Price proceeds payable to Seller; (viii) there has been proper and adequate service of a motion by Seller and the Subsidiary Lessees seeking the relief granted by the Order and proper and adequate notice and an opportunity for a hearing given to all holders of any encumbrances, and all other parties required by law to receive notice of the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganizationAcquired Assets; and (viiiix) directing Sellers, at the direction of Bankruptcy Court will retain jurisdiction to enforce the Purchaser, Order to immediately consummate bar the sale of the Purchased Assets without awaiting the expiration enforcement or assertion of any applicable time period for appealing the Sale Order.encumbrances or other claims against Buyer and its successors

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable efforts to obtain The Bankruptcy Court approval of shall have entered an Order or Orders (the "Sale Order Order") in form and substance acceptable to Buyer which, among other things, will contain findings of fact and conclusions of law (i) finding approves, pursuant to Sections 105 and 363 of the Bankruptcy Code, with such changes only as are mutually approved by Buyer and Seller: (A) the execution, delivery and performance by Seller of this Agreement, including each and every term and condition hereof, and the other instruments and agreements contemplated hereby; (B) the sale of the Purchased Assets to Buyer on the terms set forth herein, including free and clear of all Liens (other than Permitted Liens), claims (other than Assumed Liabilities), encumbrances and interests (which shall include, for the avoidance of doubt, the Liens, claims, encumbrances and interests incurred by Seller pursuant to that this certain Secured Super Priority Debtor-In-Possession Loan Agreement was proposed by dated as of April 4, 2017, as amended and in effect), withand such Liens, claims encumbrances and interests shall attach to the parties in good faith and represents the highest and best offer for proceeds of sale of the Purchased Assets; and (C) the performance by Seller of its obligations under this Agreement; (ii) finding authorizes Seller to assume and assign to Buyer the Acquired Intellectual Property; and (iii) finds that Purchaser Buyer is a "good faith purchaser under faith" buyer within the meaning of Section 363(m) of the Bankruptcy Code and that this Agreement was negotiated, proposed and entered into by the Parties without collusion, in good faith, and from arm’s-length bargaining positions; (iv) the Bankruptcy Court shall retain jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions thereof; and (v) this Agreement and the transactions contemplated hereby are not subject to rejection or avoidance by any chapter 7 or chapter 11 trustee of Seller pursuant to Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing Code. The Sale Order shall be in full force and directing Sellers to consummate the transaction contemplated by this Agreement effect and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 as of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser Closing shall not incur any liability as be stayed, enjoined or modified. Seller shall have delivered to Buyer a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition certified copy of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

Bankruptcy Court Approval. (a) Sellers shall use all commercially reasonable their respective best efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding determines that this Agreement was proposed by the parties Buyer in good faith and represents the highest and best offer for the Purchased Assets; Assets and should be approved, (ii) finding determines that Purchaser Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; , (iii) authorizing authorizes and directing directs Sellers to consummate the transaction contemplated by assume this Agreement and sell only the Purchased Assets to Purchaser Buyer pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all liens, claims, interests, liabilities and Encumbrances (including any and all “"interests” " in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Real Property Encumbrances, such that Purchaser Buyer shall not incur any liability as a successor to the Business; , (iv) authorizing authorizes and directing directs Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents documents, including the Indemnity Escrow Agreement, that may be reasonably necessary or desirable to implement the foregoing; (v) finding authorizes claims and recourse by Buyer against the Indemnity Deposit for any reason set forth in Section 9.01, including breach of any representation and warranty of S & W in this Agreement, regardless of whether such breach relates to Assets owned or leased by S & W or any other Seller (regardless of whether such other Seller is a debtor in the Bankruptcy Cases), (vi) authorizes claims and recourse by Buyer against the LC Deposit as provided in the Indemnity Escrow Agreement and (vii) determines that Purchaser Buyer is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers Excluded Liability and permanently enjoins each and every holder of a Retained an Excluded Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser Buyer relative to such Retained Excluded Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

Bankruptcy Court Approval. (a1) The DataVoN Sellers shall use all commercially reasonable their best efforts to obtain the Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding grants the Sale Motion, (ii) approves and authorizes the DataVoN Sellers to perform this Agreement and the Related Agreements and consummate the sale of the Transferred Assets and otherwise consummate the transaction contemplated herein, (iii) authorizes the assumption of each Assumed Contract under which any DataVoN Seller is a party, (iv) determines that this Agreement was proposed by the parties Buyer in good faith and represents the highest and best offer for the Purchased Transferred Assets; , (iiv) finding determines that Purchaser Buyer is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; , (iiivi) authorizing and directing authorizes the DataVoN Sellers to consummate sell the transaction contemplated by this Agreement and sell only the Purchased Transferred Assets to Purchaser Buyer pursuant to this Agreement and Sections 363 363(f), 365(a) and 365 365(b) of the Bankruptcy Code, free and clear of all Encumbrances claims, interests, liabilities and Liens except for those assumed by Buyer, (including any and all “interests” in vii) authorizes the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing DataVoN Sellers to execute, deliver, perform under, consummate and implement, implement this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (viviii) finding that Purchaser’s acquisition of the Purchased Assets deems properly assumed and assumption assigned each of the Assumed Liabilities does not reflect a significant continuity Contracts to which the DataVoN Sellers are parties, and (ix) waives the stay of the business of Sellers Sale Order pursuant to Rules 6004(g) and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale 6006 of the Purchased Assets does not constitute a sub xxxx plan Rules of reorganization; Bankruptcy Procedure, and (viiix) directing Sellers, at the direction of the Purchaser, is in a form and substance acceptable to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale OrderBuyer.

Bankruptcy Court Approval. (aA) On or before two (2) Business Days after the commencement of the Chapter 11 Cases, the Sellers shall use all commercially reasonable efforts to obtain file a motion or motions with the Bankruptcy Court approval seeking entry of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties Approval Order (as defined in good faith and represents SECTION 5.11(D)) approving, INTER ALIA, the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) sale of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” ii) an order in substantially in the Purchased Assets within form attached hero as EXHIBIT B (with such changes thereto as Purchaser shall approve in its sole discretion, the meaning "SALE PROCEDURE ORDER"), INTER ALIA, (a) approving the Termination Amount and the Bankruptcy Termination Amount and providing that, in the event the obligation of Section 363(fthe Sellers to pay Purchaser either the Termination Amount or the Bankruptcy Termination Amount arises, such obligation shall constitute an administrative expense under sections 503(b) and 507(a)(1) of the Bankruptcy Code)Code and shall be payable in accordance with the provisions of SECTION 7.01 or SECTION 7.02 without further order of the Bankruptcy Court, other than (b) establishing procedures and deadlines for the Assumed Liabilities submission and consideration of competing offers, including, without limitation, that (1) a competing offer to purchase or dispose of the Permitted Encumbrances, such that Purchaser shall not incur any liability Assets (a "COMPETING OFFER") must be in substantially the same form as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together (2) a Competing Offer shall not be considered to be a higher and better offer unless, at a minimum, such offer provides for aggregate consideration of at least $15,000,000 in excess of the Purchase Price (with respect to the initial round of bidding) and of at least $1,000,000 in excess of the aggregate consideration contained in such bidder's prior Competing Offer (with respect to each subsequent round of bidding, if any) and is otherwise a Superior Proposal (except that Seller's determination of a Superior Proposal with respect to bids in subsequent rounds of bidding shall not require a new determination by the Board of Directors), (3) a Competing Offer must be accompanied by a good faith cash deposit of at least $15,000,000 (to be increased to 10% of the Purchase Price if such Competing Offer is accepted by Debtors following the Auction), (4) Purchaser shall be entitled at its option to make a revised offer following such Competing Offer, and (5) Purchaser shall be entitled to credit bid the amount of the Bankruptcy Termination Amount against any revised offer Purchaser may make following such Competing Offer, and (c) scheduling a hearing to consider entry of the Approval Order and providing that notice of such hearing be given to all additional instruments of Sellers' creditors and documents that may be reasonably interest holders of record and published in the WALL STREET JOURNAL (National Edition) and is otherwise in accordance with Bankruptcy Rule 2002. Purchaser and Sellers agree to make promptly any filings, to take all actions and to use their reasonable best efforts to obtain entry of the Sale Procedure Order, entry of the Approval Order and any and all other approvals and orders necessary or desirable to implement appropriate for the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition consummation of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Ordertransactions contemplated hereby.