Order Approving The Settlement and Release Agreement by and Between The Trustee and IBM

Case 07-11337-BLS Doc 1501-2 Filed 08/26/21 Page 1 of 15
EXHIBIT A
Proposed Order
126640163
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: Chapter 7
TSG GROUP, INC., et al., Case No. 07-11337 (BLS)
Debtors. Re D.I. _____
ORDER APPROVING THE SETTLEMENT AND RELEASE

AGREEMENT BY AND BETWEEN THE TRUSTEE AND
INTERNATIONAL BUSINESS MACHINES CORPORATION
Upon consideration of the motion (the “Motion”)1 of Edward N. Cahn (the “Trustee”),
Chapter 7 Trustee of TSG Group, Inc. and TSG Operations, Inc. (together, the “Debtors”) in the
above-captioned chapter 7 cases, seeking entry of an Order, pursuant to section 105(a) of title 11 of
the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Bankruptcy Rules,
authorizing and approving the Settlement and Release Agreement (the “Settlement Agreement”), a
copy of which is annexed hereto as Exhibit 1, by and among the Trustee, on behalf of the Debtor’s
Estate, and International Business Machines Corporation (together with its principals, successors,
affiliates and assigns, “IBM”); and the Court having jurisdiction to consider the Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the
Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157; and
venue being proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice
of the Motion having being provided; and upon consideration of the Motion; and the Court finding
that entry of this Order is in the best interests of the Debtors’ Estates, creditors, and other parties in
interest; and any objections or responses to the Motion having been resolved, withdrawn, or
1
Capitalized terms used but not defined in this Order shall have the meaning ascribed to such terms in the Motion.
126640163
overruled by the Court; and upon all of the proceedings had before the Court; and after due
deliberation, and good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT:
1. The Motion is granted as set forth herein.
2. Trustee is authorized to enter into the Settlement Agreement, which is approved in
all respects, including, without limitation, the release of the Estates’ claims against IBM, and vice
versa, as set forth in paragraphs 3.1 and 3.2 of the Settlement Agreement.
3. Within five business days of the Effective Date of the Settlement Agreement, the
Trustee, on behalf of the Estate, will be paid the sum of $14,250,000. Each of the Trustee, on behalf
of the Estates, and IBM is authorized to effectuate the actions contemplated by this Order and as set
forth in the Settlement Agreement and, to the extent applicable, in the Motion.
4. The fact that a particular provision of the Settlement Agreement is not included in
this Order does not in any way impair or impact the enforceability of such provision, it being the
intention of this Court to approve the Settlement Agreement in its entirety.
5. The Trustee and IBM each are authorized to take all actions necessary to effectuate
the relief granted pursuant to this Order in accordance with the terms of the Settlement Agreement.
6. Relief is granted from any stay to the extent necessary to permit legal proceedings
relating to this Settlement Agreement or enforcement of any provision of this Settlement Agreement
in the United States District Court for the District of Utah.
2
126640163
7. As stipulated in the Settlement Agreement, any legal proceedings between the Parties
(as defined in the Settlement Agreement, including all principals, successors, subsidiaries, affiliates,
and assigns) relating to the Settlement Agreement or the enforcement of any provision of the
Settlement Agreement shall be commenced in the U.S. District Court for the District of Utah. This
Court shall retain jurisdiction over all other matters arising from or related to the Settlement
Agreement and/or to the interpretation, implementation, or enforcement of this Order.
3
126640163
EXHIBIT 1
The Settlement Agreement
126640163
17

Order Approving The Settlement and Release Agreement by and Between The Trustee and IBM

Uploaded by

Copyright:

Available Formats

Order Approving The Settlement and Release Agreement by and Between The Trustee and IBM

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Order Approving The Settlement and Release Agreement by and Between The Trustee and IBM

Uploaded by

Copyright:

Available Formats

What is the case about?

What is the settlement agreement between?

Case 07-11337-BLS Doc 1501-2 Filed 08/26/21 Page 1 of 15

IN THE UNITED STATES BANKRUPTCY COURT

TSG GROUP, INC., et al., Case No. 07-11337 (BLS)

Debtors. Re D.I. _____

ORDER APPROVING THE SETTLEMENT AND RELEASE

1. The Motion is granted as set forth herein.

2. Trustee is authorized to enter into the Settlement Agreement, which is approved in

intention of this Court to approve the Settlement Agreement in its entirety.

in the United States District Court for the District of Utah.

Agreement and/or to the interpretation, implementation, or enforcement of this Order.

The Settlement Agreement

You might also like