BY THE BANKRUPTCY COURT, IS IN
A FORM REASONABLY ACCEPTABLE TO PURCHASER AND SELLER AND THEIR RESPECTIVE
COUNSEL), WHICH SHALL CONTAIN PROVISIONS, AMONG OTHER THINGS, (I) APPROVING THE
SALE OF THE MEMBERSHIP INTEREST TO PURCHASER ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, (II) STATING THAT ANY OBJECTIONS TIMELY FILED WITH
RESPECT TO THE SALE OF THE MEMBERSHIP INTEREST, WHICH HAVE NOT BEEN WITHDRAWN,
ARE OVERRULED OR THE INTERESTS OF SUCH OBJECTIONS HAVE BEEN OTHERWISE SATISFIED
OR ADEQUATELY PROVIDED FOR BY THE BANKRUPTCY COURT, (III) FINDING THAT PURCHASER
IS A GOOD FAITH PURCHASER OF THE MEMBERSHIP INTEREST UNDER SECTION 363(M) OF THE
BANKRUPTCY CODE AND THAT THE SALE IS NOT SUBJECT TO AVOIDANCE UNDER SECTION
363(N) OF THE BANKRUPTCY CODE, (IV) PROVIDING THAT THE SALE OF THE MEMBERSHIP
INTEREST TO PURCHASER SHALL BE FREE AND CLEAR OF ANY AND ALL LIENS, CLAIMS,
ENCUMBRANCES AND INTERESTS OF ANY KIND OR NATURE WHATSOEVER UNDER SECTION 363 OF
THE BANKRUPTCY CODE AND ANY OTHER APPLICABLE SECTIONS OF THE BANKRUPTCY CODE,
(V) PROVIDING THAT THE BANKRUPTCY COURT SHALL RETAIN JURISDICTION FOR THE
PURPOSE OF ENFORCING THE PROVISIONS OF THE SALE ORDER INCLUDING, WITHOUT
LIMITATION, COMPELLING DELIVERY OF THE MEMBERSHIP INTEREST TO PURCHASER AND
PROVIDING THAT ANY LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS SHALL ATTACH SOLELY
TO THE PURCHASE PRICE, (VI) PROVIDING THAT ANY LIENS, CLAIMS ENCUMBRANCES AND
INTERESTS OF ANY KIND OR NATURE WHATSOEVER ASSERTED UNDER LAWS, RULES,
REGULATIONS OR GOVERNMENTAL OR COURT ORDERS IMPOSING A STAMP TAX, TRANSFER TAX
OR SIMILAR TAX ARISING FROM THE TRANSFER OF THE
30
MEMBERSHIP INTEREST TO PURCHASER OR ANY SALES TAX AND ANY OTHER TAXES OF SELLER
RELATING TO A PRE-CLOSING PERIOD (COLLECTIVELY, "SELLER TAXES") SHALL BE FILED
AGAINST SELLER'S ESTATE AND SHALL NOT BE ASSERTED AGAINST PURCHASER, (VII)
PROVIDING, IF PURCHASER CONSENTS, THAT THE PARTIES HERETO SHALL BE AUTHORIZED TO
CLOSE THIS TRANSACTION IMMEDIATELY UPON EXECUTION OF THE SALE ORDER AND THE
CONFIRMATION ORDER PURSUANT TO RULE 6004(G) OF THE FEDERAL RULES OF BANKRUPTCY
PROCEDURE, (VIII) AUTHORIZING AND DIRECTING SELLER 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, AND (IX) DETERMINING THAT PURCHASER IS NOT A SUCCESSOR
TO SELLER OR OTHERWISE LIABLE FOR ANY OF THE LIABILITIES OF SELLER AND
PERMANENTLY ENJOINING ALL PERSONS AND ENTITIES FROM COMMENCING, CONTINUING OR
OTHERWISE PURSUING OR ENFORCING ANY REMEDY, CLAIM, CAUSE OF ACTION OR LIEN OR
ENCUMBRANCE AGAINST PURCHASER OR THE MEMBERSHIP INTEREST TO PURCHASER (THE "SALE
ORDER" ).
(D)
THE DISCLOSURE STATEMENT ORDER AND THE CONFIRMATION ORDER SHALL BE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO PURCHASER, SELLER AND THEIR
RESPECTIVE COUNSEL.
SELLER AND THE COMPANY SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN ENTRY OF THE CONFIRMATION ORDER NO LATER THAN SEVENTY-FIVE
(75) DAYS AFTER EXECUTION OF THIS AGREEMENT BY THE PARTIES HERETO.
THE
CONFIRMATION ORDER SHALL, AMONG OTHER THINGS, APPROVE THE ASSUMPTION OF ALL
ASSUMED CONTRACTS AND DECLARE THAT ALL ASSUMED CONTRACTS ARE VALID AND