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Case 1:20-bk-12043 Doc 124-1 Filed 07/29/20 Entered 07/29/20 20:57:30 Desc <br /> Exhibit A - Proposed Sale Order Page 8 of 43 <br /> otherwise best offer with respect to the Assets. The Auction was conducted at arm's length, in <br /> compliance with the Bidding Procedures, without collusion, and in good faith. The Auction <br /> afforded potential purchasers a full, fair, and reasonable opportunity to make a higher or <br /> otherwise better offer for the Assets, including, without limitation, for any one Asset Group, for <br /> any combination of Asset Groups, or for any individual Assets within Asset Group 6, than that <br /> reflected in the Stalking Horse Agreement. <br /> J. Highest or Otherwise Best Offer. The Debtors determined in a valid and sound <br /> exercise of their business judgment that, and the Court finds that, the total consideration provided <br /> by the Buyer for the Assets is the highest or otherwise best offer received by the Debtors. The <br /> Buyer is the Successful Bidder for the Assets in accordance with the Bidding Procedures. On <br /> August , 2020, the Debtors filed a notice of Successful Bid [Docket No. ] pursuant to <br /> which they notified parties in interest that the Buyer was the highest and best bidder for the <br /> Assets. <br /> K. Good Faith Purchaser. The Sale Transaction has been negotiated by the Debtors <br /> and the Buyer (and their respective affiliates and representatives) in good faith, at arm's length, <br /> and without collusion or fraud. The terms and conditions of the Sale Transaction, including the <br /> total consideration to be realized by the Debtors pursuant to the Stalking Horse Agreement are <br /> fair and reasonable, and the Sale Transaction is in the best interest of the Debtors, their creditors, <br /> and their estates. The Buyer is a "good faith purchaser" entitled to the full benefits and <br /> protections of section 363(m) of the Bankruptcy Code and any other applicable bankruptcy or <br /> non-bankruptcy Law with respect to the sale and assignment of the Assets and the Sale <br /> Transaction, including in the event this Order or any portion thereof is reversed or modified on <br />