STOCK PURCHASE AGREEMENT

EXHIBIT 2.2

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

MIDWAY HOME ENTERTAINMENT INC.

AND

F+F PUBLISHING GmbH

FOR

100% OF THE ISSUED AND OUTSTANDING SHARE CAPITAL

OF

MIDWAY GAMES GMBH

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 F+F Publishing GmbH, a German limited liability company registered under the commercial registry of the Local Court ( Amtsgericht ) of Munich under reg. no. HRB 154344 (“ Purchaser ”). Capitalized terms used herein are defined in Section 1.1 .

RECITALS

          A. Seller owns 100% of the issued and outstanding shares of Midway Games GmbH, a limited liability company registered under the commercial registry of the Local Court of Munich under reg. no. HRB 155321 (the “ Company ”);

          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 outstanding capital stock of the Company.

          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, the Sale Transfer Agreement and any accessory documents as notified (on a best estimate basis) sufficiently prior to the Closing Date.

          “ 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: REUC DE MM, reference: “ 50% of Attorneys Fees Sale Midway Games GmbH ”

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

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

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

          “ 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.

           “ Notarization Fees ” means an amount equal to 100% of the statutory fees and out-of-pocket expenses for the notarization of this Agreement and any accessory documents required or useful for the consummation of this Agreement.

          “ 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 2.23 .

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

           “ Purchaser Account ” shall be the following bank account: Owner: F+F Publishing GmbH, bank: Kreissparkasse München Starnberg, account no.: 10 58 10 49, IBAN: DE 197025 0150 0010 5810 49, SWIFT Code: BYLA DE M1KMS, reference: “ 50% of notarization fee ”

          “ 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) .

          “ Share Transfer Agreement ” has the meaning ascribed to it in Section 3.2.(a) .

          “ Shares ” means all shares ( Geschäftsanteile ) in the Company 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.

          “ 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 3.4(a) .

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, 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 Share Transfer Agreement, 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 purchase price for the Shares (the “ Purchase Price ”) shall be One Euro ( € 1) payable by check issued to Seller or in cash.

ARTICLE III

CLOSING AND TERMINATION

           3.1 Closing Date .

               (a) 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 place or places, time or date, or both, 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 in this Agreement has been effected (“ Closing Confirmation ”), essentially in the form as attached on Exhibit 3.1 hereto.

               (b) On the Closing Date, a transfer deed under German law transferring the Shares from Seller to Purchaser (“ Share Transfer Agreement ”) shall be duly executed and notarized in Germany by a German notary public ( Notar ).

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

               (a) a copy of the duly executed and notarized Share Transfer Agreement;

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

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

               (d) payment by Seller to SKW Schwarz Rechtsanwälte onto the Attorneys Account of an amount equal to 50% of the Attorneys Fees;

               (e) payment by Seller to Purchaser onto the Purchaser Account of an amount equal to 50% of the Notarization Fees;

               (f) a duly executed copy of the Sale Order;

               (g) the minutes duly signed by the Seller, of a general shareholders meeting of the Company including the following resolutions with effect of the Closing Date: (i) revocation of the appointment of Mr. Miguel Iribarren as managing director ( Geschäftsführer ) of the Company, (ii) revocation of the appointment of Mr. Uwe Fürstenberg as holder of general powers of representation ( Prokurist ) of the Company, and (iii) appointment of Mr. Uwe Fürstenberg as managing director ( Geschäftsführer ) with sole signature power and released from the restrictions of section 181 of the German Civil Code (prohibition of double representation and self-contracting);

               (h) three duly executed original copies of the 12/31/2008 annual accounts for the Company;

               (i) a letter by Mark Thomas and his relevant Affiliates confirming the release of the pledge of the Shares and the discharge of the Company and the Purchaser from all obligations and liability related thereto;

               (j) a duly executed copy of the termination of the Abstract Acknowledgement of Debt (Parallel Debt) Agreement as set forth under the Intercompany Agreement; and

               (k) 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) the Purchase Price;

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

               (c) executed copies of the acceptance and assumption by Purchaser of the MGG/MGL Balance and the MGG/MHE Balance (both as defined in the Intercompany Agreement) and payment for the same, all as specified in the Intercompany Agreement; and

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

           3.4 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 3.4(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.

           3.5 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.

           3.6 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) The Company is a limited liability company duly organized and existing as such in accordance with applicable German Law. Except as otherwise stipulated by this Agreement, the sole managing director ( Geschäftsführer ) of the Company is Mr. Miguel Iribarren and its sole holder of general powers of representation ( Prokurist ) is Mr. Uwe Fürstenberg.

               (b) 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 Shares of the Company are set forth on Schedule 4.3 . The Shares constitute all of the shares or other ownership interests of the Company 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 Company 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 limited liability company ( Gesellschaft mit beschränkter Haftung — GmbH ) 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 articles of association ( Satzung ) 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 Company’s 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 Company, and it is able financially to bear the risks thereof, (ii) has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and ask questions with respect thereto and (iii) has been provided access to all available information about the Company requested by Purchaser.

ARTICLE Va

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 the other Party in ARTICLE IV or ARTICLE V hereof, as applicable (as modified by the Schedules hereto). Any claims 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 ARTICLE V hereof, as applicable (as modified by the Schedules hereto). 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 Company, the other Party’s and the Company’s 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 the 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 Company, its 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 to 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 Company 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