Asset Purchase Agreement

Exhibit 10.1

ASSET PURCHASE AGREEMENT

by and among

WS TEXTILE CO., INC.,

NEW TEXTILE ONE, INC.,

NEW TEXTILE TWO, INC.,

TEXTILE CO., INC.,

WESTPOINT STEVENS INC.,

WESTPOINT STEVENS INC. I,

WESTPOINT STEVENS STORES INC.,

AND

J.P. STEVENS ENTERPRISES, INC.

Dated as of June 23, 2005


TABLE OF CONTENTS Page Article I. DEFINITIONS 2 1.1. Certain Definitions 2 1.2. Terms Defined Elsewhere in this Agreement 12 1.3. Other Definitional and Interpretive Matters 13 Article II. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES 14 2.1. Purchase and Sale of Assets 14 2.2. Excluded Assets 17 2.3. Assumption of Liabilities 18 2.4. Excluded Liabilities 20 2.5. Further Conveyances and Assumptions 21 Article III. CONSIDERATION 22 3.1. Consideration 22 3.2. Purchase Price Deposit 22 3.3. Payment of Purchase Price 23 Article IV. CLOSING AND TERMINATION 24 4.1. Closing Date 24 4.2. Deliveries by Sellers 24 4.3. Deliveries by Purchaser 25 4.4. Termination of Agreement 26 4.5. Procedure Upon Termination 27 4.6. Effect of Termination 27 Article V. REPRESENTATIONS AND WARRANTIES OF SELLERS 28 5.1. Organization and Good Standing 28 5.2. Authorization of Agreement 28 5.3. Conflicts; Consents of Third Parties 28 5.4. Reports; Financial Statements 29 5.5. Title to Purchased Assets 30 5.6. Taxes 30 5.7. Real and Personal Properties 31 5.8. Intellectual Property 33 5.9. Contracts 34

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Page 5.10. Employee Benefits 34 5.11. Employment Matters 35 5.12. Litigation 35 5.13. Compliance with Laws; Permits 36 5.14. Environmental Matters 36 5.15. Financial Advisors 36 5.16. Representations/Warranties; Schedules 36 5.17. Sufficiency of Assets 37 5.18. Equipment 37 5.19. No Casualty 37 5.20. Insurance 37 5.21. Customers 37 5.22. Suppliers 37 5.23. Affiliate Transactions 37 5.24. Product Warranty 38 5.25. Inventories 38 5.26. Notes and Accounts Receivable 38 5.27. Bank Accounts 38 5.28. Signatories 38 5.29. Foreign and Non-Debtor Affiliates 38 5.30. Labor Matters 38 5.31. Employee Matters 39 5.32. Certain Payments 40 Article VI. REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDCO ONE, HOLDCO TWO AND PURCHASER 40 6.1. Organization and Good Standing 40 6.2. Authorization of Agreement 40 6.3. Authorized Capital 40 6.4. Conflicts; Consents of Third Parties 41 6.5. Litigation 42 6.6. Financial Advisors 42 6.7. Financial Capability 42 6.8. Condition of the Business 42 Article VII. post execution MATTERS 42 7.1. Conduct After Execution of Agreement 42 7.2. Expense Reimbursement 43 7.3. Bankruptcy Court Filings 43 Article VIII. COVENANTS 44 8.1. Access to Information 44

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Page 8.2. Conduct of the Business Pending the Closing 47 8.3. Consents, Lien Releases and Notices 50 8.4. Regulatory Approvals 50 8.5. Further Assurances 51 8.6. Confidentiality Following the Closing. 52 8.7. Equity Commitment and Rights Offering 52 8.8. Preservation of Records 52 8.9. Financial Statements 53 8.10. Schedules 54 8.11. No Inconsistent Action 54 8.12. Accepted or Rejected Contracts 54 8.13. Specific Enforcement of Covenants 55 8.14. Form of Transaction 55 8.15. Permits 55 8.16. Indemnity Agreement 56 Article IX. EMPLOYEES AND EMPLOYEE BENEFITS 56 9.1. Employment 56 Article X. CONDITIONS TO CLOSING 58 10.1. Conditions Precedent to Obligations of Parent and Purchaser 58 10.2. Conditions Precedent to Obligations of Sellers 60 10.3. Conditions Precedent to Obligations of Parent, Purchaser and Sellers 61 10.4. Frustration of Closing Conditions 61 10.5. Force Majeure 61 Article XI. TAXES 62 11.1. Transfer Taxes 62 11.2. Purchase Price Allocation 62 11.3. Tax Reporting 62 11.4. Cooperation and Audits 63 Article XII. MISCELLANEOUS 63 12.1. No Survival of Representations and Warranties 63 12.2. Expenses 63 12.3. Injunctive Relief 64 12.4. Exclusive Remedy 64 12.5. Submission to Jurisdiction; Consent to Service of Process 64 12.6. Waiver of Right to Trial by Jury 65 12.7. Entire Agreement; Amendments and Waivers 65 12.8. Governing Law 65 12.9. Notices 65

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Page 12.10. Severability 66 12.11. Binding Effect; Assignment 66 12.12. Non-Recourse 67 12.13. Publicity 67 12.14. Counterparts 67 EXHIBITS Exhibit A Form of Escrow Agreement Exhibit B Registration Rights Agreement Exhibit C Rights Offering Exhibit D Subscription Agreement and Investor Questionnaire and Certification Exhibit E Shares and Rights Distribution Mechanism Exhibit F Form of Bill of Sale Exhibit G Form of Assignment and Assumption Agreement Exhibit H Form of Assignment of Trademarks Exhibit I Form of Assignment of Patents Exhibit J Form of Assignment of Copyrights Exhibit K Form of Assignment of Domain Names Exhibit L Form of Special Warranty Deed Exhibit M Form of Quit Claim Deed Exhibit N Form of Assignment and Assumption of Contracts and Real Property Leases Exhibit O Form of Certificate or Certificates (Seller) Exhibit P Form of Certificate or Certificates (Purchaser) Exhibit Q Equity Commitment Agreement Exhibit R Rights Offering Sponsor Agreement Exhibit S J.P. Stevens & Co., Inc. Indemnity Agreement SCHEDULES Schedule I Company' s Subsidiaries Schedule 1.1(a) Excluded Subsidiaries Schedule 1.1(b) Knowledge of Sellers Schedule 5.3(a) Conflicts Schedule 5.3(b) Third Party Consents Schedule 5.4 Reports; Financial Statements Schedule 5.5 Title to Purchased Assets Schedule 5.6(a) Taxes Schedule 5.7(a) Material Owned Real Property Schedule 5.7(b) Leased Real Property Schedule 5.7(d) Owned Real Property-Exceptions Schedule 5.7(e) Taxes on Real Properties Schedule 5.8(a) Intellectual Property-Owned

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Schedule 5.8(b) Intellectual Property-Licenses Schedule 5.8(c) Intellectual Property-Liens Schedule 5.8(d) Intellectual Property-Claims, Infringement, Oppositions Schedule 5.8(e) Intellectual Property-Maintenance Fees Schedule 5.8(f) Intellectual Property-Protection of Confidentiality Schedule 5.9 Contracts Schedule 5.10(a) Employee Benefits-General Schedule 5.10(c) Employee Benefits-Effect of Transaction Schedule 5.11 Accrued Vacation Pay Schedule 5.12 Litigation Schedule 5.13 Permits Schedule 5.14 Environmental Matters Schedule 5.15 Financial Advisors Schedule 5.18 Equipment Schedule 5.19 Casualty Schedule 5.20 Insurance Schedule 5.21 Customers Schedule 5.22 Suppliers Schedule 5.23 Affiliate Transactions Schedule 5.24 Product Warranty Schedule 5.25 Inventories Schedule 5.27 Bank Accounts Schedule 5.29 Foreign and Non-Debtor Affiliates Schedule 5.30 Collective Bargaining Agreements Schedule 5.30(c) Labor Matters-Exceptions Schedule 5.31 Employee Matters Schedule 5.32 Certain Payments Schedule 6.4(a) Conflicts (Purchaser) Schedule 6.4(b) Consents (Purchaser) Schedule 8.1 Immaterial Owned Real Property Schedule 8.2(a) Conduct of the Business in Ordinary Course pending Closing Schedule 8.2(b) Actions Affecting the Transaction Schedule 9.1(e) COBRA

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of June 23, 2005 (this " Agreement" ), by and among WS Textile Co., Inc., a Delaware corporation (" Parent" ), New Textile One, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (" Holdco One" ), New Textile Two, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (" Holdco Two" ), Textile Co., Inc., a Delaware corporation and indirect subsidiary of Parent and direct subsidiary of Holdco One and Holdco Two (" Purchaser" ), WestPoint Stevens Inc., a Delaware corporation (the " Company" ), and WestPoint Stevens Inc. I, a Delaware corporation, WestPoint Stevens Stores Inc., a Delaware corporation, and J.P. Stevens Enterprises, Inc., a Delaware corporation (each individually a " Subsidiary" and, together with the Company, each a " Seller" and, collectively, " Sellers" ).

W I T N E S S E T H:

WHEREAS, Sellers and J.P. Stevens & Co., who is not a Seller hereunder (" J.P. Stevens" ) are debtors and debtors in possession under title 11 of the United States Code, 11 U.S.C. a7 101 et seq. (the " Bankruptcy Code" ), and filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on June 1, 2003 (the " Petition Date" ) in the United States Bankruptcy Court for the Southern District of New York (the " Bankruptcy Court" ) (Case No. 03-13532) (the " Bankruptcy Case" );

WHEREAS, certain terms used in this Agreement are defined in Section 1.1 ;

WHEREAS, Sellers are engaged in the business of manufacturing, marketing and distributing bed and bath home fashions products (such business and all other business conducted by Sellers, the " Business" );

WHEREAS, subject to the terms and conditions set forth herein, Sellers are agreeing to sell the Purchased Assets either pursuant to a plan of reorganization or liquidation under Chapter 11 of the Bankruptcy Code or in accordance with sections 363 and 365 of the Bankruptcy Code; and

WHEREAS, Purchaser has agreed to acquire the Purchased Assets in exchange for which Purchaser will pay consideration consisting of a combination of cash, shares of Parent Common Stock, rights to acquire additional shares of Parent Common Stock and the assumption of specific liabilities, all as more specifically provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, and intending to be bound hereby, the parties hereby agree as follows:


ARTICLE I.

DEFINITIONS

1.1. Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 or in other Sections of this Agreement, as identified in Section 1.2 :

" Adequate Protection Order" means that certain Final Order Pursuant to Sections 361, 363, and 364(d)(1) of the Bankruptcy Code and Rule 4001 of the Federal Rules of Bankruptcy Procedure Providing the Pre-Petition Secured Lenders Adequate Protection, dated as of June 18, 2003, and includes the Stipulation and Order (i) Providing for Deposit into Escrow of Second Lien Adequate Protection Payments, (ii) Withdrawal of Adequate Protection Motion and (iii) Reservation of Subscription Rights and Remedies dated as of August 18, 2004 and approved by the Bankruptcy Court on August 23, 2004.

" Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term " control" (including the terms " controlled by" and " under common control with" ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

" Ancillary Documents" means the Escrow Agreement and the documents delivered pursuant to Section 4.2 hereof.

" AREH" means American Real Estate Holding Limited Partnership.

" Aretex" means Aretex LLC.

" Bidding Procedures Order" means the order of the Bankruptcy Court, dated April 22, 2005, approving bidding procedures for the sale of all or substantially all of the Seller' s assets.

" Business Day" means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

" Chapter 11 Plan" means a plan of reorganization or liquidation under Chapter 11 of the Bankruptcy Code which incorporates and implements the terms of this Agreement and is otherwise acceptable to Sellers, Purchaser and Aretex in their reasonable discretion.

" Charisma Agreement" means that certain license agreement between Official Pillowtex LLC and WestPoint Stevens, Inc., dated as of October 1, 2004 and amended as of December, 2004.

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" Confirmation Order" means an Order confirming a Chapter 11 Plan and which makes the findings of fact and conclusions of law set forth in the defined term Sale Order plus such other findings and conclusions as Purchaser and Aretex may reasonably request, and is otherwise in form and substance acceptable to Sellers, Purchaser and Aretex in their reasonable discretion. An Order shall only be a " Confirmation Order" , and the defined term " Confirmation Order" shall only be applicable under this Agreement, if, as contemplated by Section 7.3 hereof, the Bankruptcy Court determines by Order entered at the hearing to approve the Sale Order that the transactions contemplated by this Agreement shall be pursued through a Chapter 11 plan of reorganization or liquidation.

" Continuing Employees" means such current Employees of Sellers designated by Purchaser in a written notice to Sellers prior to the Closing Date as individuals to whom Purchaser intends to extend an offer of employment, and that have accepted Purchaser' s offer of employment.

" Contract" means any written contract, indenture, note, bond, lease, license, or other agreement, whether entered into prior to or after the Petition Date.

" Cure Costs" shall mean the cure amounts, as determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that have resulted from such defaults, under those Accepted Contracts, Accepted Intellectual Property Licenses and Accepted Real Property Leases which Purchaser has directed Sellers to accept pursuant to Section 8.12(a) hereof.

" Current" means an obligation incurred or accrued after the Petition Date of the type indicated in the Ordinary Course of Business by one or more Sellers which is incurred or accrued in the Ordinary Course of Business and which is not yet due and payable as of the Closing Date.

" December Financial Statements" means the unaudited consolidated balance sheet as of December 31, 2004 and unaudited consolidated statements of income and cash flows for the year then ended of the Company and its subsidiaries previously delivered to the Purchaser.

" Debtors" means the Sellers and J.P. Stevens.

" DIP Credit Agreement" means that certain debtor in possession financing agreement, dated as of June 5, 2003, as amended, among Sellers, Bank of America, N.A. as Administrative Agent, Wachovia Bank, National Association as Syndication Agent and the other lenders parties thereto.

" Distributable Value" means the value of the Parent Shares and the Subscription Rights.

" Documents" means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation

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(design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials, in each case whether or not in electronic form.

" Employee" means any current or former employee, officer, independent contractor, agent, consultant, leased employee or other contingent worker of any Seller.

" Employee Plan" means each (i) " employee benefit plan" , as defined in Section 3(3) of ERISA, (ii) each employment, consulting, severance or other individual compensation agreement between a Seller and any Employee, and (iii) each plan, program, agreement or other arrangement providing bonus or other incentive, equity or equity-based compensation, deferred compensation, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical, life insurance, scholarship, or fringe benefits, which is now, or ever has been, maintained, contributed to, or required to be contributed to, for the benefit of any Employee.

" Environmental Law" means any foreign, federal, state or local statute, regulation, ordinance, order, decision or rule of common law currently in effect relating to the protection of human health and safety or the environment or natural resources including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. a7 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. a7 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. a7 6901 et seq.), the Clean Water Act (33 U.S.C. a7 1251 et seq.), the Clean Air Act (42 U.S.C. a7 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. a7 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. a7 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. a7 11001 et seq.) and the Occupational Safety and Health Act (29 U.S.C. a7 651 et seq.), and the regulations promulgated pursuant thereto.

" Environmental Liabilities" means the Liabilities resulting from (i) the failure to comply with or any violation of any requirement of an Environmental Law, (ii) the failure to obtain or comply with any required Environmental Permit, and/or (iii) Liabilities arising out of or relating to Hazardous Materials at, on, under, or emanating from Sellers' Properties or the business conducted thereupon.

" Environmental Permit" shall mean any Permit issued pursuant to an Environmental Law.

" Environmental Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

" Equity Commitment Agreement" means the agreement between AREH, Textile Holding, LLC and Parent in the form of Exhibit Q hereto.

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" ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated thereunder.

" Escrow Agreement" means an Escrow Agreement executed by Purchaser, Sellers and Escrow Agent in substantially the same form and substance as Exhibit A attached hereto.

" Excluded Subsidiary" means any subsidiary of the Company listed on Schedule 1.1(a).

" Final Order" means an Order, the operation or effect of which has not been stayed, reversed, modified, or amended and as to which the time to appeal, petition for certiorari, or seek reargument, review or rehearing has expired and as to which no appeal, petition for certiorari or motion for reargument, review or rehearing was timely filed or, if timely filed, the Order has been affirmed by the highest court to which the Order was appealed or from which the reargument or rehearing was sought, or certiorari has been denied, and the time to file any further appeal or petition for certiorari or to seek further reargument or rehearing has expired.

" First Lien Lender Agreement" means that certain Second Amended and Restated Credit Agreement dated as of June 9, 1998 among the Company as Borrower, WestPoint Stevens (U.K.) Limited and WestPoint Stevens (Europe) Limited, as Foreign Borrowers, Bank of America, N.A., as Issuing Lender, Swingline Lender and Administrative Agent and the banks and other financial institutions at any time parties thereto, as amended to the date hereof.

" First Lien Lenders" means the financial institutions from time to time party to the First Lien Lender Agreement, together with their successors and assigns permitted by the First Lien Lender Agreement.

" Furniture and Equipment" means all furniture, fixtures, furnishings, equipment, vehicles, leasehold improvements, and other tangible personal property owned or used by any Seller, including all such artwork, desks, chairs, tables, Hardware, copiers, telephone lines and numbers, telecopy machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies.

" GAAP" means generally accepted accounting principles in the United States as of the date hereof.

" Governmental Body" means any government, governmental, quasi-governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

" Hardware" means any and all computer and computer-related hardware, including computers, file servers, facsimile servers, scanners, color printers, laser printers and networks.

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" Hazardous Material" means any substance, material or waste which is regulated by any Governmental Body including petroleum and its by-products, asbestos, and any material or substance which is defined as a " hazardous waste," " hazardous substance," " hazardous material," " restricted hazardous waste," " industrial waste," " solid waste," " contaminant," " pollutant," " toxic waste" or " toxic substance" under any provision of Environmental Law.

" HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Immaterial Owned Real Property" means each parcel of real property owned by the respective Sellers that is not a Material Owned Real Property.

" Indebtedness" of any Person means, without duplication, (i) the principal of and premium (if any) in respect of (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker' s acceptance or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

" Intellectual Property" means all intellectual property rights used (including all Intellectual Property Licenses) or owned by any Seller, including: (i) all patents, patent applications, patent rights, patent disclosures and improvements thereto and all continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon, (ii) all trademarks, service marks, trade names, service names, brand names, all trade dress rights, logos, Internet domain names and corporate names and assumed business names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications therefor and all registrations and renewals thereof, (iii) all copyrights (including moral rights and rights in all Internet web sites), and mask work rights and all registrations thereof and applications therefor, (iv) all Software and Technology, (v) all trade secrets, and (vi) all other intellectual property rights in whatever form or medium.

" Intellectual Property Licenses" means (i) any grant to a third Person of any right to use any of the Intellectual Property owned by any Seller, and (ii) any grant to any Seller of a right to use a third Person' s intellectual property rights which is used by Seller.

" IRS" means the Internal Revenue Service.

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" KERP Order" means collectively the October 23, 2003 and August 12, 2004 orders referenced in the definition of KERP Program below.

" KERP Program" means the key employee retention and severance program (including the severance program and the existing separation plan for salaried employees) as set forth in the Motion of Debtors for Order Pursuant to 11 U.S.C. a7a7 105(a) and 363(b)(1) Authorizing the Establishment of a Key Employee Retention Plan and the Motion of Debtors pursuant to 11 U.S.C. a7a7 105(a) and 363(b)(1) Approving the Extension of the Debtors' Key Employee Retention Plan, as modified, both of which were approved by separate order of the Bankruptcy Court on October 23, 2003 and August 12, 2004, respectively.

" Knowledge of Sellers" means the actual knowledge of those officers of Sellers identified on Schedule 1.1(b) , and, in addition, as to the provisions set forth opposite their names, certain employees of Sellers as set forth on Schedule 1.1(b) .

" Law" means any federal, state, local or foreign law, statute, code, ordinance, rule or regulation.

" Legal Proceeding" means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims, investigations or any other proceedings by or before a Governmental Body.

" Liability" means any duty, debt, liability, claim or obligation (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), and including all costs and expenses relating thereto.

" Lien" means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement or encumbrance.

" Maine CBA" means that certain Collective Bargaining Agreement between the Company and the Union of Needletrades, Industrial and Textile Employees (AFL-CIO-CLC) dated April 11, 2004.

" Material Intellectual Property Licenses" means collectively all of the Intellectual Property Licenses listed on Schedule 5.8(b).

" Order" means any order, injunction, judgment, decree, ruling, writ, assessment or award of a Governmental Body.

" Ordinary Course of Business" means the ordinary and usual course of normal day to day operations of the Business through the date hereof consistent with past practice.

" Owned Real Properties" means collectively, the Immaterial Owned Real Properties and the Material Owned Real Properties.

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" Parent Common Stock" means the common stock of Parent, par value $.01 per share.

" Permits" means any approvals, authorizations, consents, licenses, permits or certificates issued by a Governmental Body.

" Permitted Exceptions" means (i) all covenants, conditions, restrictions, easements, rights of way and encumbrances of record as disclosed in policies of title insurance which have been delivered to Purchaser by Sellers prior to the date hereof; provided same are not being violated (or if violated, will not result in a forfeiture of the property or result in monetary liability in excess of $100,000 as to any individual property), do not unreasonably interfere with the continued operation of the Business as presently operated at the respective Owned Real Properties, and any such easements do not underlie the improvements at the respective Owned Real Properties unless servicing such improvements; (ii) statutory liens for (a) Current Taxes, (b) Taxes incurred after the Petition Date in the Ordinary Course of Business which are delinquent but with respect to which the amount or validity of which is being contested in good faith by appropriate proceedings provided an appropr ...