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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 9 of 43 <br /> appeal. Buyer otherwise has proceeded in good faith in all respects in connection with the <br /> proceeding. <br /> L. The Buyer is not an "insider" of any of the Debtors as that term is defined by <br /> section 101(31) of the Bankruptcy Code, and no common identity of directors or controlling <br /> stockholders exists between the Buyer and the Debtors. The Stalking Horse Agreement was not <br /> controlled by an agreement between potential or actual bidders within the meaning of section <br /> 363(n) of the Bankruptcy Code. The Debtors and the Buyer have not engaged in any conduct, <br /> action, or inaction that would cause or permit the Stalking Horse Agreement or the <br /> consummation of the Sale Transaction to be avoided, or costs or damages to be imposed, under <br /> section 363(n) of the Bankruptcy Code or under any other federal, state, local or foreign law, <br /> statute, code, ordinance, rule, regulation, order,judgment, writ, stipulation, award, injunction or <br /> decree or common law requirement ("Law"). The Buyer is entitled to all the protections and <br /> immunities of section 363(n) of the Bankruptcy Code. <br /> M. Cause has been shown as to why this Order should not be stayed pursuant to <br /> Bankruptcy Rules 6004(h) and 6006(d). <br /> N. Highest or Otherwise Best Offer. The Debtors and Buyer are not and will not be <br /> entering the Sale Transaction fraudulently or for any improper purpose. The Sale Transaction <br /> enhances the value of the Debtors' estates. No other person or entity or group of persons or <br /> entities has offered to purchase the Assets for an amount that would provide greater economic <br /> value to the Debtors than the Buyer. The Sale Transaction is not being consummated for the <br /> purpose of hindering, delaying, or defrauding creditors of the Debtors. The total consideration <br /> provided by the Buyer for the Assets is the highest or otherwise best offer received by the <br /> Debtors and constitutes reasonably equivalent value and fair consideration. Accordingly, the Sale <br />