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200005855 <br />provided therein, and the exchange of mutual releases. <br />G. The transfers of assets and properties of the IHS Debtors' (the "Asset Transfers "), <br />including, the Transfer Facilities, Aurora Parcel, the Contract Assignments and the sale <br />of personal property located at the Transfer Facilities to the extent provided in the <br />Settlement Agreement (the "Transferred Assets "), are transfers pursuant to § 1146(c) of <br />the Code, and, accordingly, may not be taxed under any law imposing a stamp tax or <br />similar tax. <br />H. Approval of the Settlement Agreement and consummation of the transactions <br />provided therein at this time are in the best interests of the 1HS Debtors, their creditors, <br />and their estates. <br />I Pursuant to §363(b) of the Bankruptcy Code, the IHS Debtors have articulated <br />good and sufficient business justification for proceeding with those transactions provided <br />for in the Settlement Agreement and the U.S. Stipulation. <br />J. The IHS Debtors and the SNH Entities negotiated the Settlement Agreement in <br />good faith, without collusion, and at arm's length. The SNH Entities are unrelated to the <br />IHS Debtors and are good faith purchasers, under §363(m) of the Code and, as such, are <br />entitled to the protections afforded thereby. <br />632699_1. 07/06/00 -5- <br />