363/365 Order means a final, non-appealable order of the Bankruptcy Court entered pursuant to Bankruptcy Code Sections 363 or 365 that (i) is in form reasonably satisfactory to the Buyer and Sellers, (ii) approves the sale of the Assets to the Buyer pursuant to the terms of this Agreement and the provisions of the Bankruptcy Code (including, without limitation, Bankruptcy Code Section 363), and (iii) approves the Sellers’ assignment of all of the Assumed Agreements to the Buyer pursuant to Section 365 of the Bankruptcy Code. The 363/365 Order shall provide, inter alia, that the transfer of the Assets by the Sellers to the Buyer shall: (i) be free and clear of all Liens except Permitted Liens; (ii) constitute a legal, valid and effective transfer of the Assets, which shall be binding upon any subsequent Chapter 11
The Section 363/365 Order shall be in the form attached as Schedule 9.2(c) or such other form as mutually agreed upon by Purchaser and Seller.
In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from the Bidding Procedures Order or Section 363/365 Order that alleges in any way that Purchaser is not a good faith purchaser, Seller shall immediately notify Purchaser of such appeal or stay request and shall provide to Purchaser within one (1) day a copy of the related notice of appeal or order of stay or application for reconsideration.
Subject to the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, the Seller has the corporate power and authority to enter into this Agreement and the Ancillary Agreements and to carry out its obligations hereunder and thereunder.
Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, at the Closing the Seller and each of the Selling Subs will sell, assign, transfer, convey and deliver, as the case may be, to the Purchaser and the Purchasing Subs the Acquired Assets, and the Acquired Assets and the assets held by the Domestic Transferred Subs will be free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.
Except as set forth in Section 8.2(h) and (g) hereof, the Sellers shall be deemed to have obtained all required consents, as applicable, in respect of the assignment of any of the Assumed Agreements and all defaults thereunder shall be deemed to have been cured if, and to the extent that, pursuant to the 363/365 Order or another Order of the Bankruptcy Court, the Sellers are authorized to assume and assign any such Assumed Agreement to the Buyer pursuant to Section 365 of the Bankruptcy Code.