Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2267 Page 1 of 26
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`EXHIBIT B
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`016
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2268 Page 2 of 26
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`UNITED STATES BANKRUPTCY COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`
`In re
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`BORDERS GROUP, INC., et al.,1
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`Debtors.
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`Chapter 11
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`Case No. 11-10614 (MG)
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`(Jointly Administered)
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`
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`ORDER PURSUANT TO SECTIONS 363 AND 105 OF THE BANKRUPTCY
`CODE AND RULES 2002, 6004 OF THE FEDERAL RULES OF
`BANKRUPTCY PROCEDURE APPROVING AND AUTHORIZING THE SALE
`OF THE DEBTORS’ INTERNET ADDRESSES TO CERNER CORPORATION
`FREE AND CLEAR OF ALL LIENS, INTERESTS, CLAIMS AND ENCUMBRANCES
`AND WAIVING THE REQUIREMENTS OF BANKRUPTCY RULE 6004(H)
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`Upon the Motion (the “Motion”)2 of the above-captioned debtors and debtors in
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`possession (the “Debtors”) in their respective chapter 11 cases (the “Cases”) for Order Pursuant
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`to Sections 363 and 105 of Title 11 of the United States Code (the “Bankruptcy Code”) and
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`Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)
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`Approving and Authorizing the Sale of the Debtors’ Internet Addresses to Cerner Corporation
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`Free and Clear of all Liens, Interests, Claims and Encumbrances and Waiving the Requirements
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`of Bankruptcy Rules 6004(h); and upon the Declaration of Jack Hazan in support of the Motion,
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`dated November 29, 2011 (the “Declaration”); and upon the arguments made at the Hearing held
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`on December 20, 2011 (the “Hearing”); and the Court having considered the Motion and the
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`arguments made and evidence proffered or adduced in support of the Motion at the Hearing; and
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`it appearing that the relief requested is in the best interests of the Debtors’ estates, their creditors
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`1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification
`number, are: Borders Group, Inc. (4588); Borders International Services, Inc. (5075); Borders, Inc. (4285);
`Borders Direct, LLC (0084); Borders Properties, Inc. (7978); Borders Online, Inc. (8425); Borders Online, LLC
`(8996); and BGP (UK) Limited.
`2 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the
`Motion.
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`017
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`

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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2269 Page 3 of 26
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`and other parties in interest; and adequate notice of the Motion having been given and it
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`appearing that no other notice need be given; and having heard the objections made, if any, to the
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`relief sought in the Motion; and after due deliberation and sufficient cause therefor,
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`IT IS HEREBY FOUND AND DETERMINED THAT:3
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`A.
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`This Court has jurisdiction to approve the sale of the Internet Addresses
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`and the Agreements (as defined below) (collectively, the “IA Sale”) pursuant to 28 U.S.C. §§
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`157(b) and 1334 and Standing Order M-61 Referring to Bankruptcy Judges for the Southern
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`District of New York Any and All Proceedings Under Title 11, dated July 10, 1984 (Ward,
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`Acting C.J.).
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`B.
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`Venue of these cases in this district is proper pursuant to 28 U.S.C. §§
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`1408 and 1409(a).
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`C.
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`Approval of the IA Sale is a core proceeding under 28 U.S.C. §§
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`157(b)(2)(A), (N) and (O). The statutory predicates for the approval of the IA Sale are sections
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`363 and 105 of the Bankruptcy Code and Rules 2002 and 6004 of the Bankruptcy Rules.
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`D.
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`As evidenced by the affidavits of service filed with the Court, proper,
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`timely, adequate and sufficient notice of the Motion, the IA Sale and the Hearing has been
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`provided in accordance with sections 363, 365 and 105(a) of the Bankruptcy Code, Bankruptcy
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`Rules 2002, 6004 and 6006 and the applicable Local Rules for the United States Bankruptcy
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`Court for the Southern District of New York and in compliance with the Bidding Procedures
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`Order. No other or further notice of the Motion, the Hearing or the IA Sale is required.
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`E.
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`A reasonable opportunity to object or be heard regarding the relief
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`requested in the Motion and the IA Sale has been afforded to all parties in interest in the Cases,
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`3 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as
`findings of fact when appropriate. See Fed. R. Bankr. P. 7052.
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`2
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`018
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2270 Page 4 of 26
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`including the following: (i) the Office of the United States Trustee, (ii) counsel to the DIP
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`Agents, (iii) counsel to the Committee, (iv) all parties who are known to assert a security interest
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`in, lien on or claim against any of the Internet Addresses, if any, (v) American Registry for
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`Internet Numbers (“ARIN”) and (vi) all other applicable parties in interest, including all entities
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`on the 2002 service list as of the date of the Motion ((i) through (vi) collectively, the “Notice
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`Parties”).
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`F.
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`This Order constitutes a final and appealable order within the meaning of
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`28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h), the parties may consummate
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`the IA Sale immediately upon entry of this Order. Time is of the essence in consummating the
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`IA Sale to the Purchaser (as defined below). Accordingly, cause exists to lift the stay to the
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`extent necessary, as contemplated by Bankruptcy Rule 6004(h). To any extent necessary under
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`Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made
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`applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for
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`delay in the implementation of this Order.
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`G.
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`As demonstrated by: (i) the Declaration; (ii) the testimony and other
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`evidence proffered or adduced at the Hearing; and (iii) the representations of counsel made on
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`the record at the Hearing, the Debtors have marketed the Internet Addresses, and the Debtors and
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`Cerner Corporation, as the purchaser (together with its affiliates and designees, as applicable, the
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`“Purchaser”) have negotiated the IA Sale in a diligent, noncollusive, fair and good faith manner.
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`The Debtors conducted an open and robust marketing and sale process for the Internet Addresses
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`that afforded a full, fair and reasonable opportunity for any person to make a higher or otherwise
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`better offer to purchase the Internet Addresses. The Debtors and the Purchaser entered into the
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`purchase agreement on or about November 29, 2011 (the “Purchase Agreement”; together with
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`3
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`019
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2271 Page 5 of 26
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`all other documents and agreements contemplated thereby or entered into in connection
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`therewith, the “Agreements”), attached hereto as Exhibit 1, as the highest and best offer.
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`H.
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`The Agreements constitute the highest and best offer obtainable for all of
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`the Debtors’ rights, title (if any), privileges and interests in the Internet Addresses (collectively,
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`the “Internet Addresses”), and will provide a greater recovery for the Debtors’ stakeholders than
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`would be provided by any available alternative. Thus, prompt consummation of the IA Sale
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`contemplated by the Agreements at this time will serve the best interests of the Debtors, their
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`estates, their creditors and all parties in interest by maximizing the value to be obtained from the
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`Internet Addresses.
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`I.
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`The Debtors have demonstrated both: (a) good, sufficient and sound
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`business purpose and justification for the IA Sale because, among other things, the Debtors and
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`their advisors diligently and in good faith analyzed all other available options in connection with
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`the disposition of the Internet Addresses and determined that (i) the terms and conditions set
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`forth in the Agreements, (ii) the transfer of the Internet Addresses by the Debtors to the
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`Purchaser,4 and (iii) the consideration to be paid as reflected in the Agreements are all fair and
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`reasonable and together constitute the highest or otherwise best value obtainable for the Internet
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`Addresses; and (b) compelling circumstances exist for the IA Sale under section 363 of the
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`Bankruptcy Code before, and outside of, a chapter 11 plan because, among other things, absent
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`the IA Sale the value of the Internet Addresses will be substantially diminished.
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`J.
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`A sale of the Internet Addresses other than one free and clear of liens,
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`claims, encumbrances, defenses (including, without limitation, rights of setoff and recoupment)
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`and interests, including, without limitation, security interests of whatever kind or nature,
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`4 Notwithstanding anything else herein to the contrary, whenever this order refers to the “transfer” of the Internet
`Addresses or similar terminology, the Court means the transfer of the Debtors’ rights, title (if any), privileges
`and interests in the Internet Addresses.
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`4
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`020
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2272 Page 6 of 26
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`mortgages, pledges, deeds of trust, hypothecations, assignments, preferences, debts, easements,
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`charges, suits, licenses, options, rights-of-recovery, judgments, orders and decrees of any court
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`or foreign or domestic governmental entity, taxes (including foreign, state and local taxes),
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`covenants, restrictions, indentures, instruments, leases, options, off-sets, claims for
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`reimbursement, contribution, indemnity or exoneration, successor, product, tax, labor, alter ego
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`and other liabilities, causes of action, contract rights and claims, to the fullest extent of the law,
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`in each case, of any kind or nature, known or unknown, whether pre-petition or post-petition,
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`secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, perfected or
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`unperfected, liquidated or unliquidated, noticed or unnoticed, recorded or unrecorded, contingent
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`or non-contingent, material or non-material, statutory or non-statutory, matured or unmatured,
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`legal or equitable (subject to any exceptions specifically provided in the Agreements or this
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`Order, collectively, “Interests”) and without the protections of this Order would impact
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`materially and adversely the Debtors’ estates and would yield substantially less value, with less
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`certainty than any available alternatives. Without the protections afforded to the Purchaser under
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`the Bankruptcy Code and this Order, the Purchaser would have not offered the consideration
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`indicated in the Agreements for the Internet Addresses. In addition, each entity with an Interest
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`in the Internet Addresses (i) has consented to the IA Sale or is deemed to have consented to the
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`IA Sale, (ii) could be compelled in a legal or equitable proceeding to accept money satisfaction
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`of such interest or (iii) otherwise falls within the provisions of section 363(f) of the Bankruptcy
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`Code and, therefore, in each case, one or more of the standards set forth in section 363(f)(1)-(5)
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`of the Bankruptcy Code have been satisfied. Those holders of Interests who did not object, or
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`who withdrew their objections, to the Motion are (i) deemed to have consented pursuant to
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`section 363(f)(2) of the Bankruptcy Code. Holders of Interests are adequately protected by
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`5
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`021
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2273 Page 7 of 26
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`having their Interests, if any, attach to the cash proceeds of the IA Sale in the same priority as
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`their pre-petition liens and/or security interests ultimately attributable to the property to which
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`the Interests apply, subject to the terms thereof. Therefore, approval of the Agreements and the
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`consummation of the IA Sale free and clear of Interests is appropriate pursuant to section 363(f)
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`of the Bankruptcy Code and is in the best interests of the Debtors’ estates, their creditors and
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`other parties in interest.
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`K.
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`The consideration to be paid by the Purchaser under the Agreements in
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`connection with the IA Sale, was negotiated at arm’s length and constitutes reasonably
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`equivalent value and fair and adequate consideration for the Internet Addresses under the
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`Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance
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`Act and the laws of the United States, any state, territory, possession thereof or the District of
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`Columbia (collectively, “Laws”). The terms and conditions set forth in the Agreements are fair
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`and reasonable under these circumstances and were not entered into for the purpose of, nor do
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`they have the effect of, hindering, delaying or defrauding any of the Debtors or their creditors
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`under any applicable Laws.
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`L.
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`The Purchaser is not an “insider” (as that term is defined in section
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`101(31) of the Bankruptcy Code) of any of the Debtors.
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`M.
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`The Purchaser negotiated the terms and conditions of the IA Sale in good
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`faith and at arm’s length. The Purchaser has acted in good faith in all respects in connection
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`with these Cases and the IA Sale in that (i) the Purchaser recognized that the Debtors were free
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`to negotiate with any other party that expressed interest in consummating the IA Sale, (ii) all
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`payments to be made by the Purchaser and other agreements or arrangements entered into by the
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`Purchaser with the Debtors in connection with the IA Sale have been disclosed and (iii) the
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`6
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`022
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2274 Page 8 of 26
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`negotiation and execution of the Agreements and all other aspects of the IA Sale were conducted
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`in good faith. The Purchaser purchased the Internet Addresses in “good faith” within the
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`meaning of section 363(m) of the Bankruptcy Code and are, therefore, entitled to the protections
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`afforded thereby.
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`N.
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`The Debtors and their management actively participated in the sale
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`process and acted in good faith. Accordingly, neither the Debtors nor the Purchaser has engaged
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`in any conduct that would cause or permit the IA Sale, the Agreements or any related action to
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`be avoided under section 363(n) of the Bankruptcy Code.
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`O.
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`No transfer or other disposition of the Internet Addresses pursuant to the
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`Agreements will result in any of the Purchaser having any liability or responsibility (i) for any
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`Interest, (ii) for the satisfaction in any manner of any Interest or (iii) to third parties or the
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`Debtors, except as expressly set forth in the Agreements or this Order. Without limiting the
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`effect or scope of the foregoing, no transfer or other disposition of the Internet Addresses
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`pursuant to the Agreements does or will subject any of the Purchaser to any liability for Interests
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`against the Debtors or the Debtors’ Interests in such Internet Addresses by reason of such
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`transfer under any Laws, including, without limitation, any theory of successor or transferee
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`liability, antitrust, product line, de facto merger or substantial continuity or similar theories. The
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`Purchaser (i) is not a continuation of the Debtors or their estates and there is no continuity
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`between any of the Purchaser and the Debtors, (ii) is not holding itself out to the public as a
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`continuation of the Debtors and (iii) is not a successor to the Debtors or their estates and the IA
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`Sale does not constitute a consolidation, merger or de facto merger of any of the Purchaser and
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`the Debtors. The IA Sale is not being undertaken for the purpose of escaping liability for the
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`Debtors’ debts. The Purchaser has given substantial consideration under the Agreements for the
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`7
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`023
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2275 Page 9 of 26
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`benefit of the holders of liabilities in the Debtors. The consideration given by the Purchaser
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`constitutes valid and valuable consideration for the releases of any potential claims of successor
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`liability of the Purchaser, which releases shall be deemed to have been given in favor of the
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`Purchaser by all holders of liabilities against or Interests in the Debtors or any of the Internet
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`Addresses.
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`P.
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`Each of the Debtors (i) has full corporate or other power to execute,
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`deliver and perform its obligations under the Agreements, (ii) has all of the corporate or other
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`power and authority necessary to consummate the IA Sale and (iii) has taken all actions
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`necessary to duly and validly authorize and approve the IA Sale and Agreements.
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`Q.
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`Upon entry of this Order, each of the Agreements is a legal, valid and
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`binding contract between and among the parties thereto and is enforceable in accordance with its
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`terms.
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`R.
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`As of Closing, the consummation of the IA Sale contemplated by the
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`Agreements will be legal, valid and properly authorized under all applicable provisions of the
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`Bankruptcy Code, including Sections 105(a), 363(b), 363(f) and 363(m), and all of the applicable
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`requirements of such sections have been complied with in respect of the IA Sale.
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`NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
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`THAT:
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`A. Motion Granted, Objections Overruled.
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`1.
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`The relief requested in the Motion is granted and approved in all respects as
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`provided herein.
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`2.
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`Any objections to the Motion or the relief requested therein that have not been
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`withdrawn, waived, or settled, and all reservations of rights included in such objections, are
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`overruled on the merits.
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`8
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`024
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2276 Page 10 of 26
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`B.
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`3.
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`IA Sale Approved and Authorized.
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`The IA Sale and the transfer and assignment of the Internet Addresses to the
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`Purchaser pursuant to the Agreements is hereby approved and authorized in accordance with, and
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`under sections 363(b), 363(f), 363(m) and 365(a) of the Bankruptcy Code.
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`4.
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`The terms and conditions of the Agreements and all payments and IA Sales
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`contemplated thereunder are hereby approved in all respects and incorporated herein. The
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`Debtors are authorized and directed to execute and deliver, and empowered to fully perform
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`under, consummate, and implement the Agreements and the IA Sale, together with all additional
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`instruments and documents that may be reasonably necessary or desirable to do so, and to take
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`all further action as may reasonably be requested by the Purchaser for the purpose of assigning,
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`transferring, granting, conveying and conferring the Internet Addresses to the Purchaser as
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`contemplated in the Agreements and this Order.
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`5.
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`Pursuant to section 363(f) of the Bankruptcy Code, the Internet Addresses may be
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`transferred to the Purchaser pursuant to the IA Sale as of the Closing, free and clear of all
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`Interests, pursuant to the terms of the Agreements and this Order. The transfer of the Internet
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`Addresses to the Purchaser, as provided in the Agreements will be legal, valid and effective to
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`the fullest extent provided herein.
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`6.
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`Any Interests shall attach to the proceeds of the IA Sale in the order of their
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`priority, with the same validity, force and effect which they previously had against the Internet
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`Addresses, subject to the rights and defenses, if any, of the Debtors and their estates with respect
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`thereto, and the proceeds of the IA Sale shall be allocated and managed in accordance with any
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`applicable Orders of this Court related thereto and in accordance with the terms of any chapter
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`11 plan that may be confirmed and effective in these cases.
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`9
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`025
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2277 Page 11 of 26
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`7.
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`All persons and entities holding Interests are hereby barred and enjoined from
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`asserting such Interests in any manner against any of the Purchaser, their successors or assigns,
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`or against the Internet Addresses. No person or entity shall interfere with the Purchaser’s title to
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`or use and enjoyment of the Internet Addresses on account of the Interests, and the Purchaser
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`shall be free to sell or otherwise transfer the Internet Addresses it acquires in its sole discretion,
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`subject to the provisions of the Agreements and this Order. All persons and entities with rights
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`in any Internet Addresses subject to the IA Sale are directed to surrender such rights in such
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`Internet Addresses to the Purchaser upon demand.
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`8.
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`This Order shall be construed as, and shall be for any and all purposes, a full and
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`complete general assignment, conveyance and transfer of the Internet Addresses or a bill of sale
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`transferring good and marketable title in the Internet Addresses to the Purchaser pursuant to the
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`terms of the Agreements. Each and every federal, state, and local governmental agency or
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`department is hereby directed to accept any and all documents and instruments necessary and
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`appropriate to consummate the IA Sale and to give effect to the Agreements.
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`C.
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`9.
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`No Assumed Liabilities.
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`The Purchaser (as a successor entity, successor employer or otherwise) has not
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`acquired and will not acquire or assume or be deemed to have acquired or assumed at Closing
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`any obligations or liabilities of the Debtors whatsoever except as expressly provided in the
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`Agreements and this Order, and all entities are hereby permanently enjoined and restrained from
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`asserting or prosecuting any claim on account of any obligations or liabilities against any of the
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`Purchaser or agents on account of the Internet Addresses.
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`10.
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`Except as expressly provided in the Agreements or this Order, neither the
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`Purchaser nor their respective successors or assigns shall be obligated or liable, either directly or
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`indirectly, as successor, transferee or otherwise, for any obligations or liabilities of the Debtors
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`10
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`026
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2278 Page 12 of 26
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`or their affiliates (whether under federal or state law or otherwise) as a result of the sale or
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`purchase of the Internet Addresses or employment of any employee or former employee of the
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`Debtors. Except as expressly provided in the Agreements or this Order, none of the Purchaser
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`nor any of their respective successors and assigns shall be or be deemed to be a successor or
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`successor in interest or responsible person or potentially responsible person to the Debtors or any
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`current or former creditor, employee, equity holder or other party in interest with respect to any
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`liability, and to the extent permitted by applicable law, none shall have any liability (whether
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`under federal or state law or otherwise) for successor liability, including with respect to any
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`liabilities arising from or under products liability, tax, environmental, employment or other
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`applicable law.
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`D.
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`11.
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`Order Binding.
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`This Order (a) shall be effective as a determination that, upon the Closing of the
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`IA Sale, all liabilities of any kind or nature whatsoever existing as to the Internet Addresses
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`being sold by the Debtors prior to the Closing of the IA Sale have been unconditionally released,
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`discharged, and terminated, and that the conveyances described herein have been effected, and
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`(b) shall be binding upon and shall govern the acts of all entities, including, without limitation all
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`filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of
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`deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of
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`state, federal, state and local officials, and all other persons and entities who may be required by
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`operation of law, the duties of their office, or contract, to accept, file, register or otherwise record
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`or release any documents or instruments, or who may be required to report or insure any title or
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`state of title in or to the Internet Addresses. Upon consummation of the IA Sales set forth in the
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`Agreements, the Purchaser or its designee shall be authorized to file termination statements or
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`lien terminations in any jurisdiction to remove any record, notice filing or financing statement
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`11
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`027
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2279 Page 13 of 26
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`recorded to attach perfect or otherwise notice any lien or encumbrance that is extinguished or
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`otherwise released pursuant to this Order under Section 363 and the related provisions of the
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`Bankruptcy Code. To the extent provided by Section 525 of the Bankruptcy Code, no
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`governmental unit may revoke or suspend, on account of the filing or pendency of these Cases or
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`the consummation of the IA Sale, any permit or license relating to the operation of the Internet
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`Addresses sold, transferred, or conveyed to the Purchaser.
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`12.
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`If any person or entity that has filed financing statements, mortgages, construction
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`or mechanic’s liens, lis pendens or other document or agreement evidencing liens on or Interests
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`in the Internet Addresses shall not have delivered to the Debtors prior to the Closing Date, in
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`proper form for filing and executed by the appropriate parties, termination statements,
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`instruments of satisfaction, or releases of any Interests which the person or entity has with
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`respect to the Internet Addresses, each such person or entity is hereby directed to deliver all such
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`statements, instruments and releases and the Debtors and the Purchaser are hereby authorized to
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`execute and file such statements, instruments, releases and other documents on behalf of the
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`person or entity asserting the same and the Purchaser is authorized to file a copy of this Order
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`which, upon filing, shall be conclusive evidence of the release and termination of such interest.
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`Each and every federal, state and local governmental unit is hereby directed to accept any and all
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`documents and instruments necessary or appropriate to give effect to the IA Sale.
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`E.
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`13.
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`Good Faith.
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`The IA Sale is undertaken by the Debtors and the Purchaser in good faith, as that
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`term is used in section 363(m) of the Bankruptcy Code and, accordingly, the reversal or
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`modification on appeal of the authorization provided herein to consummate the IA Sale shall not
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`affect the validity of the IA Sale to the Purchaser, unless such authorization is duly stayed
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`12
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`028
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`pending such appeal. The Purchaser is a good faith purchaser of the Internet Addresses, and is
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`entitled to all of the benefits and protections afforded by section 363(m) of the Bankruptcy Code.
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`F.
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`14.
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`Other Provisions.
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`Notwithstanding anything herein to the contrary, including, without limitation,
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`paragraphs J, 3-8, 11 and 16, hereof, (i) the IA Sale, as stated in the Agreements, is conditioned
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`upon ARIN’s consent including any terms and/or conditions established by ARIN’s transfer
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`policies or any other policies, guidelines, or regulations developed by ARIN and published on its
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`website, as may be amended and supplemented from time to time (collectively, “ARIN’s
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`Policies”), (ii) the transfer of the Debtors’ interests in the Internet Addresses to the Purchaser is
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`subject to ARIN’s Policies, (iii) the Debtors and the Purchaser are required to comply with
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`ARIN’s Policies before any transfer of the Debtors’ rights in the Internet Addresses may be
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`effectuated.; (iv) ARIN is not required to take any action in violation of ARIN’s Policies in
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`connection with or as a consequence of this Order, the IA Sale, or the Agreements, nor shall
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`ARIN be required to apply a different standard to the transfer of the Internet Addresses than it
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`does to the transfer of non-legacy Internet Protocol numbers. Nothing in this Order is intended,
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`nor shall be construed, as exempting the Debtors and Purchaser from complying with the ARIN
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`Policies. Subject to the conditions set forth in this paragraph, ARIN has approved of the transfer
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`as contemplated herein and shall take reasonable steps to provide assistance for the transfer as
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`contemplated in this Order.
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`15.
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`The Purchaser is a party in interest and shall have the ability to appear and be
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`heard on all issues related to this Order, the IA Sale, the Agreements and the various procedures
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`and hearings contemplated therein.
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`16.
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`The Agreements and related documents may be modified, amended or
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`supplemented by the parties thereto in accordance with the terms thereof without further order of
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`this Court, provided that any such modification, amendment or supplement is not material and
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`adverse to the Debtors.
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`17.
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`This Order and the terms and provisions of the Agreements shall be binding on all
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`of the Debtors’ creditors (whether known or unknown), the Debtors, the Purchaser and each of
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`the respective affiliates, successors and assigns thereof, and any affected third parties including,
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`but not limited to, all persons asserting an interest in the Internet Addresses, notwithstanding any
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`subsequent appointment of any trustee, party, entity or other fiduciary under any section of the
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`Bankruptcy Code with respect to the forgoing parties, and as to such trustee, party, entity or
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`other fiduciary, such terms and provisions likewise shall be binding. The provisions of this
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`Order and the terms and provisions of the Agreements, and any actions taken pursuant hereto or
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`thereto shall survive the entry of any order which may be entered confirming or consummating
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`any plan of the Debtors or converting the Debtors’ cases from chapter 11 to chapter 7, and the
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`terms and provisions of the Agreements, as well as the rights and interests granted pursuant to
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`this Order and the Agreements, shall continue in these or any superseding cases and shall be
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`binding upon the Debtors, the Purchaser and their respective successors and permitted assigns,
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`including any trustee or other fiduciary hereafter appointed as a legal representative of the
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`Debtors under chapter 7 or chapter 11 of the Bankruptcy Code. Each of the Purchaser and the
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`trustee shall be and hereby are authorized to perform under the Agreements upon the
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`appointment of the trustee without further order of this Court.
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`18.
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`No bulk sales law or any similar law of any state or other jurisdiction shall apply
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`in any way to the IA Sale.
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`19.
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`In the event that anything contained in any plan(s) confirmed in these Cases or
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`any order confirming such plan(s) shall conflict with the provisions of this Order or of the
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`Agreements, this Order shall control.
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`20.
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`This Court shall retain jurisdiction (i) to enforce and implement the terms and
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`provisions of the Agreements, all amendments thereto, any waivers and consents thereunder, and
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`of each of the agreements executed in connection therewith, (ii) to resolve any disputes arising
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`under or related to the IA Sale, Agreements, Interests and Internet Addresses, (iii) to interpret,
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`implement and enforce the provisions of this Order and (iv) to protect the Debtors and/or the
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`Purchaser against any assertions of Interests.
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`21.
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`The failure to include specifically any particular provision of the Agreements in
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`this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of
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`the Court that the Agreements and all of their provisions, payments and IA Sales, be authorized
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`and approved in their entirety. Likewise, all of the provisions of this Order are nonseverable and
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`mutually dependent.
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`22.
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`Notwithstanding the provisions of Bankruptcy Rule 6004(h), because time is of
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`the essence, this Order shall not be stayed for fourteen (14) days after the entry hereof, but shall
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`be effective and enforceable immediately upon issuance hereof.
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`23.
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`To the extent that anything contained in this Order explicitly conflicts with a
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`provision in the Agreements and/or any other related agreements, this Order shall govern and
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`control.
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`24.
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`Notwithstanding any order of this Court confirming the First Amended Joint Plan
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`of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code Proposed by the Debtors and the
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`Official Committee of Unsecured Creditors or any modified or amended version of such plan and
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`Case 3:18-cr-04683-GPC Document 221-3 Filed 11/02/20 PageID.2283 Page 17 of 26
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`notwithstanding the occurrence of the Effective Date (as defined in such plan) of any such plan,
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`the Debtors are hereby authorized to close on the IA Sale as provided herein as if such closing
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`occurred prior