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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 10 of 43 <br /> Transaction may not be avoided under section 363(n) or 548 of the Bankruptcy Code; the <br /> Uniform Fraudulent Transfer Act; the Uniform Fraudulent Conveyance Act; any other applicable <br /> Law. <br /> Oe Acquired Assets Property of Debtors' Estates. The Assets to be transferred <br /> and/or assigned, as applicable, to the Buyer pursuant to the Stalking Horse Agreement are <br /> property of the Debtors' estates and title thereto is vested in the Debtors' estates within the <br /> meaning of section 541(a) of the Bankruptcy Code. The Debtors are the sole and lawful owners <br /> of the Assets. Subject to the entry of this Order, the Debtors: (i) have full power and authority to <br /> deliver the Stalking Horse Agreement and all other documents contemplated thereby; (ii) have <br /> all of the power and authority necessary to perform their obligations and to consummate the <br /> transactions contemplated by the Stalking Horse Agreement; and (iii) have taken all corporate <br /> action necessary to authorize and approve the Stalking Horse Agreement, the Sale Transaction, <br /> the assignment of the Assigned Contracts, and all other actions required to be performed by the <br /> Debtors in order to consummate the transactions contemplated in the Stalking Horse Agreement. <br /> No consents or approvals, other than those expressly provided for in the Stalking Horse <br /> Agreement or this Order, are required for the Debtors to consummate the Sale Transaction. <br /> P. Transfer of Assets and Assumed Liabilities. The transfer of the Assets and <br /> Assumed Liabilities (as such term is defined in the Stalking Horse Agreement) in accordance <br /> with the terms of this Order is integral to the Stalking Horse Agreement and is in the best <br /> interests of the Debtors, their estates and their creditors, and the Debtors have an adequate <br /> business justification therefor. <br /> Q. Assumption and Assignment in Best Interests. The Debtors' assumption and <br /> assignment of the Assigned Contracts pursuant to the terms of this Order is integral to the Sale <br />