STOCK PURCHASE AGREEMENT

EXHIBIT 2.3

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

MIDWAY HOME ENTERTAINMENT INC.

AND

SPIESS MEDIA HOLDING UG (LIMITED LIABILITY)

FOR

100% OF THE ISSUED AND OUTSTANDING STOCK

OF

MIDWAY GAMES LTD

AND

MIDWAY GAMES SAS

Dated as of August 5, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

Exhibits

Schedules

STOCK PURCHASE AGREEMENT

           STOCK PURCHASE AGREEMENT , dated as of August 5, 2009 (this “ Agreement ”), by and between Midway Home Entertainment Inc., a Delaware corporation (“ Seller ”) and Spiess Media Holding UG (limited liability – haftungsbeschränkt ), a German enterprise company with limited liability (“ Purchaser ”). Midway Games SAS, a French société par actions simplifiée, registered with company no. 484 780 333 R.C.S. Paris (“ Midway SAS ”) and Midway Games Limited, an English limited liability private company, registered with company number 03801663 (“ Midway Limited ”) have executed this agreement as parties hereto for the sole purpose of acknowledging the transactions set forth herein. Capitalized terms used herein are defined in Section 1.1 .

RECITALS

          A. Seller owns 100% of the issued and outstanding shares of Midway SAS and Midway Limited;

          B. On February 12, 2009 (“ Petition Date ”), Seller, its parent Midway Games Inc. (“ Parent ”) and Parent’s other U.S. Subsidiaries (collectively, the “ Debtors ”) concurrently commenced chapter 11 cases as debtors-in-possession under Title 11 of the United States Code, 11 U.S.C. §101 et seq. (the “ Bankruptcy Code ”), by filing their voluntary petitions for relief under chapter 11 of the Bankruptcy Code, before the United States Bankruptcy Court for the District of Delaware (“ Bankruptcy Court ”). Thereafter, the Bankruptcy Court entered its order that such cases be administered jointly in the presently pending chapter 11 case no. 10565-KG (“ Bankruptcy Case ”);

          C. Pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors continue to operate their business and manage their properties, and administer their estate created by Section 541 of the Bankruptcy Code on the Petition Date as debtors-in-possession (collectively, or individually as the context may require, the “ Estate ”);

          D. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Sellers, pursuant to Sections 105 and 363 of the Bankruptcy Code, all of the existing outstanding capital stock of Midway SAS and all of the existing issued shares in the capital of Midway Limited.

          E. Following consultation with its financial advisors and reasonable due diligence, the board of directors of Seller has determined that subject to (i) sufficient notice of the proposed transaction and (ii) approval of the transactions contemplated by this Agreement by the Bankruptcy Court under Sections 105 and 363 of the Bankruptcy Code, it is, in light of the current circumstances, in the best interests of the Estate and the beneficiaries of such Estate to consummate the transactions contemplated by this Agreement, upon the terms and conditions set forth herein;

          F. The management ( Geschäftsführung ) of Purchaser has determined that it is advisable and in the best interests of Purchaser to consummate, and has approved, the transactions contemplated by this Agreement, upon the terms and conditions set forth herein; and

          G. On or before the expiration of two (2) Business Days after the date hereof, Seller will file the Sale Motion in the Bankruptcy Case requesting, inter alia, authorization to (i) enter into this Agreement and (ii) sell and transfer the Shares to Purchaser.

           NOW , THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, 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 :

          “ 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; provided, however , that no Person listed on Exhibit A hereto shall be deemed, for purposes of this Agreement, to be an Affiliate of Seller (or its Affiliates).

          “ Agreement ” has the meaning ascribed to it in the Preamble.

           “Attorneys Fees” means an amount equal to 100% of the fees of SKW Schwarz Rechtsanwälte incurred in connection with the negotiation and consummation of this Agreement and any accessory documents.

          “ Attorneys Account ” shall be the following bank account: Owner: SKW Schwarz Rechtsanwälte, bank: Reuschel & Co., Munich, account no.: 100 985 0, IBAN: DE 50 700 303000 100 985 000, SWIFT Code: REUC DE MM, reference: “ 50% of Attorneys Fees Sale Midway Games Limited ”

          “ Bankruptcy Case ” has the meaning ascribed to it in the Recitals.

          “ Bankruptcy Code ” has the meaning ascribed to it in the Recitals.

          “ Bankruptcy Court ” has the meaning ascribed to it in the Recitals.

          “ 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.

          “ Closing ” has the meaning ascribed to it in Section 3.1 .

           “ Closing Confirmation ” has the meaning ascribed to it in Section 3.1 .

          “ Closing Date ” has the meaning ascribed to it in Section 3.1 .

          “ Companies ” means, collectively, Midway SAS and Midway Limited. Each such company is referred to individually as a “ Company ”.

          “ Contract ” means any written contract, indenture, note, bond, lease or other agreement.

          “ Damages ” means any and all losses, damages, claims, demands, causes of action, suits or judgments of any nature, costs and expenses (including reasonable fees and expenses of attorneys).

          “ Debtors ” has the meaning ascribed to it in the Recitals.

          “ Defense ” has the meaning ascribed to it in Section 10.2(b) .

          “ Effective Date ” means August 5, 2009, the date of this Agreement.

          “ Estate ” has the meaning ascribed to it in the Recitals.

          “ Governmental Body ” means any government or 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).

          “ Indemnification Matter ” has the meaning ascribed to it in Section 10.2 .

          “ Indemnification Notice ” has the meaning ascribed to it in Section 10.2(a) .

           “ Intercompany Agreement ” has the meaning ascribed to it in Section 7.2 .

          “ 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) or claims or any proceedings by or before a Governmental Body.

          “ Liabilities ” means any direct or indirect indebtedness, liability or obligation, known or unknown, fixed or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise.

          “ Midway Limited ” has the meaning ascribed to it in the Preamble.

          “ Midway SAS ” has the meaning ascribed to it in the Preamble.

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

          “ Parent ” has the meaning ascribed to it in the Recitals.

          “ Parties ” means the Seller and the Purchaser.

          “ Person ” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

          “ Petition Date ” has the meaning ascribed to it in the Recitals.

          “ Purchase Price ” has the meaning ascribed to it in Section 2.2 .

          “ Purchaser ” has the meaning ascribed to it in the Preamble.

          “ Purchaser Documents ” has the meaning ascribed to it in Section 5.2 .

           “ Sale Hearing ” means the hearing before the Bankruptcy Court to consider Seller’s motion for entry of the Sale Order.

          “ Sale Motion ” means the motion (including such amendments and supplements as are acceptable to Purchaser and Seller) of Seller seeking approval from the Bankruptcy Court for entry of the Sale Order.

          “ Sale Order ” shall be an Order or Orders of the Bankruptcy Court approving this Agreement and all of the respective terms and conditions hereof, and approving and authorizing Seller to consummate the transactions contemplated hereby.

          “ SEC ” means the U.S. Securities and Exchange Commission.

          “ Seller ” has the meaning ascribed to it in the Preamble.

          “ Seller Documents ” has the meaning ascribed to it in Section 4.2 .

          “ Seller Indemnified Parties ” has the meaning ascribed to it in Section 10.1(a) .

          “ Shares ” means all of the issued and outstanding shares of each of the Companies as set forth on Schedule 4.3 .

          “ Tax Authority ” means any federal, state, local or foreign government, or agency, instrumentality or employee thereof, charged with the administration of any Law or regulation relating to Taxes.

          “ Tax Return ” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes.

          “ Taxes ” means (a) all federal, state, local or foreign taxes, charges or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, and (b) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with any item described in clause (a).

          “ Termination Date ” has the meaning ascribed to it in Section 3.5(a) .

          “ Transfer Taxes ” has the meaning ascribed to it in Section 7.9 .

ARTICLE II

PURCHASE AND SALE

           2.1 Purchase and Sale of Shares . On the terms and subject to the conditions set forth in this Agreement, at the Closing (including, without limitation, on condition of the Closing occurring), Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller, the Shares.

           2.2 Transfer of Shares. Becoming effective on the Closing Date, the Seller shall transfer and assign to Purchaser and Purchaser shall accept such transfer and assignment of, the Shares as set forth in Section 3.2.(a), subject to the Closing Confirmation as defined in Section 3.1 below being executed by both Parties. The Parties acknowledge that the Closing shall occur only in the event that a final Order of the Bankruptcy Court is entered approving the sale of the Shares.

           2.3 Purchase Price . The aggregate purchase price for the Shares (the “ Purchase Price ”) shall be One Euro (€1). Fifty percent (50%) of the Purchase Price shall be allocated to the Shares being sold and purchased in the capital of Midway Limited and the balance of the Purchase Price shall be allocated to the Shares being sold and purchased in the capital of Midway SAS.

           2.4 Payment of Purchase Price . On the Closing Date, Purchaser shall pay the Purchase Price by check issued to Seller .

ARTICLE III

CLOSING AND TERMINATION

           3.1 Closing Date . Subject to the satisfaction of the conditions set forth in Sections 3.2 , 3.3 , 8.1 , 8.2 and 8.3 , hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the purchase and sale of the Shares provided for in ARTICLE II hereof (the “ Closing ”) shall take place, and Purchaser and Seller shall consummate the purchase and sale transaction contemplated hereby, at the offices of Blank Rome LLP located at 405 Lexington Avenue, New York, New York at 10:00 a.m. (Eastern time) on the date designated by Seller that is not more than two (2) Business Days following the satisfaction or waiver of the conditions set forth in ARTICLE VIII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, or place or places or manner are agreed to in writing by the Parties hereto. The date on which the Closing shall be held is referred to in this Agreement as the “ Closing Date .” The Parties mutually undertake to duly execute and issue at the Closing two counterparts of a joint confirmation stating the Closing Date and stating that all deliveries by Seller and by Purchaser under Section 3 of this Agreement have been made or waived and that

the Closing of the transactions contemplated by this Agreement has been effected (“ Closing Confirmation ”), essentially in the form as attached on Exhibit 3.1 hereto.

           3.2 Deliveries by Seller . At the Closing, Seller shall deliver to Purchaser:

               (a) In respect of:

               (i) the Shares in the capital of Midway SAS: (1) an up-to-date copy of the shareholders register and the share transfer register duly administrated by Midway SAS; (2) a copy of the share transfer order ( ordre de mouvement ), duly signed by Seller in favor of Purchaser and evidencing the transfer of the Shares to the Purchaser; (3) release letters from any creditors benefitting from any liens, pledges, charges or any other rights on the Shares of Midway SAS;

               (ii) the Shares in the capital of Midway Limited: (1) a stock transfer form (in such standard form as may be required to transfer shares in English registered companies) in respect of such Shares duly signed by the Seller in favor of the Purchaser; (2) any share certificate(s) held by the Seller relating to such Shares (or, if such certificates cannot be found, then an indemnity made in favor of the directors of Midway Limited in respect of any missing certificates in such standard form as the Seller (acting reasonably) may decide); and (3) a copy of a set of minutes of a meeting of the board of directors of the Company at which (amongst other things) subject to, but with immediate effect from, Closing the transfer of such Shares shall be approved, the resignations of the existing officers of Midway Limited shall be accepted and the appointment of new directors of Midway Limited specified by Purchaser and the appointment of a new company secretary of Midway Limited specified by Purchaser shall be approved;

               (b) the officer’s certificates required to be delivered pursuant to Sections 8.1(a) and 8.1(b) ;

               (c) the letters for resignation, effective as of the Closing, duly signed by all of the current directors and officers of each Company;

               (d) a copy of the fully executed Intercompany Agreement and any ancillary documents thereto;

               (e) a duly executed assignment from Seller to Midway Limited of all right, title and interest in the TRADEWEST trademarks and related logos, including, without limitation, all copyrights therein, and all goodwill relating thereto;

               (f) three original copies of the 12/31/2008 annual accounts for Midway Limited duly executed by Miguel Iribarren, Matthew Booty and Deborah Fulton, provided that these accounts have been completed until the Closing;

               (g) a copy of the Sale Order; and

               (h) such other documents, instruments and certificates as Purchaser may reasonably request.

           3.3 Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller:

               (a) A check for payment of the Purchase Price;

               (b) payment by Purchaser to SKW Schwarz Rechtsanwälte onto the Attorneys Account of an amount equal to the Attorneys Fees;

               (c) the officer’s certificate required to be delivered pursuant to Sections 8.2(a) and 8.2(b) ; and

               (d) such other documents, instruments and certificates as Seller may reasonably request.

           3.4 Joint Deliveries by Purchaser and Seller. At the Closing, Purchaser and Seller shall jointly agree on the wording of a declaration to be made by Purchaser to the French Ministry of Finance with regard to its acquisition of the Shares of Midway SAS.

           3.5 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

               (a) by Purchaser or Seller in writing, if the Closing shall not have occurred by the close of business on August 31, 2009 (the “ Termination Date ”); provided , however , that, if the Closing shall not have occurred due to the failure of the Bankruptcy Court to enter the Sale Order and if all other conditions to the respective obligations of the parties to close hereunder that are capable of being fulfilled by the Termination Date shall have been so fulfilled or waived, then no party may terminate this Agreement prior to September 30, 2009; provided, further , that if the Closing shall not have occurred on or before the Termination Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Seller, then the breaching party may not terminate this Agreement pursuant to this Section 3.5(a) ;

               (b) by mutual written consent of Seller and Purchaser;

               (c) by Purchaser, if any of the conditions to the obligations of Purchaser set forth in Sections 8.1 and 8.3 shall have become incapable of fulfillment other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser;

               (d) by Seller, if any condition to the obligations of Seller set forth in Sections 8.2 and 8.3 shall have become incapable of fulfillment other than as a result of a breach by Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Seller;

               (e) by Purchaser, if there shall be a breach by Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Sections 8.1 or 8.3 and which breach cannot be cured or has not been cured by the earlier of (i) twenty (20) Business Days after the giving of written notice by Purchaser to Seller of such breach and (ii) the Termination Date;

               (f) by Seller, if there shall be a breach by Purchaser of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Sections 8.2 or 8.3 and which breach cannot be cured or has not been cured by the earlier of (i) twenty (20) Business Days after the giving of written notice by Seller to Purchaser of such breach and (ii) the Termination Date; or

               (g) by Seller or Purchaser if there shall be in effect a final non-appealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

           3.6 Procedure Upon Termination . In the event of termination by Purchaser or Seller, or both, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by Purchaser or Seller. If this Agreement is terminated as provided herein each party shall redeliver to the party furnishing the same or destroy all confidential non-public documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof.

           3.7 Effect of Termination . In the event that this Agreement is validly terminated as provided herein, each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser or Seller; provided, however , that, if this Agreement is terminated because of a breach of this Agreement by the non-terminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the non-terminating party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller hereby represents and warrants to Purchaser that on the Closing Date:

           4.1 Organization .

               (a) Midway SAS is a société par actions simplifiée duly organized and existing as such in accordance with applicable French Law. Except as otherwise stipulated by this Agreement, the sole legal representative ( président ) of Midway SAS is Martin Spiess.

               (b) Midway Limited is a limited liability private company duly organized and existing as such in accordance with applicable English Laws. Except as otherwise stipulated by this Agreement, the sole legal representatives ( board members ) of Midway Limited are Mr. Miguel Iribarren and Mr. Matthew Booty.

               (c) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

           4.2 Authority . Except for such authorization as is required by the Bankruptcy Court (as hereinafter provided for), Seller has all requisite corporate power, authority and legal capacity to execute and deliver this Agreement and has all requisite corporate power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement to which Seller is a party or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “ Seller Documents ”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto), the entry of the Sale Order, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, now or hereafter in effect, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

           4.3 Capitalization and Ownership . The authorized and issued share capital of each Company is set forth on Schedule 4.3 . The Shares constitute all of the issued shares in the capital of the Companies and are owned by Seller free and clear of all liens, pledges, mortgages and any other encumbrances or security interest.

           4.4 Financial Advisors . Except as set forth on Schedule 4.4 , no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Seller or the Companies in connection with the transactions contemplated by this Agreement and no Person engaged by Seller is entitled to any fee or commission or like payment from Purchaser in respect thereof.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser hereby represents and warrants to Seller that on the Closing Date:

           5.1 Corporate Existence . Purchaser is a enterprise company with limited liability ( Unternehmergesellschaft mit beschränkter Haftung ) duly organized, validly existing, and in good standing under the laws of Germany.

           5.2 Authority . Purchaser has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “ Purchaser Documents ”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Purchaser Document and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on behalf of Purchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly and validly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, now or hereafter in effect, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

           5.3 Conflicts; Consents of Third Parties .

               (a) To the knowledge of Purchaser, none of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Purchaser, (ii) any Contract or permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law.

               (b) To the knowledge of Purchaser, no consent, waiver, approval, Order, permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, or for Purchaser to purchase the Shares or operate the Companies’ business.

           5.4 Financial Advisors . No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated

by this Agreement and no Person engaged by Purchaser is entitled to any fee or commission or like payment from Seller in respect thereof.

           5.5 Investment Intent . Purchaser is acquiring the Shares solely for the purpose, as of the Closing Date, of investment and not with a view (as of the Closing Date) to, or for sale in connection with, any distribution thereof. Purchaser shall not offer to sell or otherwise dispose of any of the Shares in violation of any Law applicable to any such offer, sale or other disposition. Purchaser acknowledges that (i) the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities Laws and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) there is no public market for the Shares and there can be no assurance that a public market will develop; and (iii) Purchaser must bear the economic risk of its investment in the Shares for an indefinite period of time.

           5.6 Accredited Investor . Purchaser (i) is a sophisticated investor with knowledge and experience in business and financial matters and is to be able to evaluate the risks and merits of its acquisition of the Companies, and it is able financially to bear the risks thereof, (ii) has had an opportunity to discuss each Company’s business, management and financial affairs with the applicable Company’s management and ask questions with respect thereto and (iii) has been provided access to all available information about the Companies requested by Purchaser.

           5.7 No Other Representations and Warranties . Notwithstanding anything contained in this Agreement to the contrary, each Party acknowledges and agrees that the other Party is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by that Party in ARTICLE IV or V respectively, hereof (as modified by the Schedules hereto as supplemented or amended). Any claims of a Party may have for breach of representation or warranty shall be based solely on the representations and warranties of the other Party set forth in ARTICLE IV or V hereof (as modified by the Schedules hereto as supplemented or amended). Each Party further represents that neither the other Party nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the other Party, the Companies, the other Party’s and the Companies’ respective businesses, their assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, neither Party, nor any of its Affiliates or any other Person will have or be subject to any liability to such Party or any other Person resulting from the distribution to such Party or its representatives or such Party’s use of, any such information, including any confidential memoranda distributed on behalf of the other Party relating to the Companies, their business or assets or other publications or data room information provided to each Party or its representatives, or any other document or information in any form provided each Party or its representatives in connection with the sale of the Shares and the transactions contemplated hereby. Each Party acknowledges that it has conducted to its satisfaction, its own independent investigation of the Companies and, in making the determination to proceed with the transactions contemplated by this Agreement, each Party has relied on the results of its own independent investigation.

ARTICLE VI

BANKRUPTCY COURT MATTERS

           6.1 Bankruptcy Court Filings . As promptly as practicable foll