definiens: means a Final Order of the Bankruptcy Court in form and substance reasonably acceptable toeach of Buyer and Seller, pursuant to, inter alia, Sections 105, 363 and 365 of the Bankruptcy Code ( i ) approving thisAgreement and the terms and conditions hereof, including the Break - Up Fee and the Expense Reimbursement, ( ii)authorizing and approving, inter alia, the sale of the Acquired Assets to Buyer on the terms and conditions set forth hereinfree and clear of all Liabilities and Liens ( other than Permitted Encumbrances ), the assignment to Buyer of, and theassumption by Buyer of, the Assumed Liabilities, and the assignment to Buyer of, and the assumption by Buyer of, theAcquired Agreements, and ( iii ) containing certain ﬁndings of facts, including, without limitation, a ﬁnding that Buyer is a goodfaith purchaser pursuant to Section 363(m ) of the Bankruptcy Code . means computer software programs and databases, including all source code, object code, firmware, specifications, designs and documentation therefor