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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 11 of 43 <br /> Transaction and is in the best interests of the Debtors, their estates, their creditors, and all other <br /> parties in interest and represents the Debtors' exercise of sound and reasonable business <br /> judgment. The Assigned Contracts being assigned to the Buyer are an integral part of the Assets <br /> being purchased by the Buyer, and accordingly, such assumption and assignment of the Assigned <br /> Contracts is reasonable and enhances the value of the Debtors' estates. Pursuant to section 365(f) <br /> of the Bankruptcy Code, the Assigned Contracts shall be assigned and transferred to, and remain <br /> in full force and effect for the benefit of, the Buyer notwithstanding any provision of the <br /> Assigned Contracts or other restriction prohibiting their assignment or transfer. <br /> R. Cure Costs. The Cure Costs required to be paid pursuant to section 365(b) of the <br /> Bankruptcy Code, whether agreed or judicially resolved, and as set forth in the Cure Notice are <br /> deemed to be the entire cure obligation due and owing under the Assigned Contracts under <br /> Bankruptcy Code section 365(b). To the extent that any non-Debtor counterparty to any of the <br /> Assigned Contracts failed to timely file an objection to any of the proposed Cure Costs filed with <br /> the Bankruptcy Court, the cure cost listed in the Cure Notice shall be deemed to be the entire <br /> cure obligation due and owing under any of the applicable Assigned Contracts. Each provision of <br /> the Assigned Contracts or applicable non-bankruptcy Law that purports to prohibit, restrict, or <br /> condition or could be construed as prohibiting, restricting, or conditioning assignment of any <br /> Assigned Contracts has been satisfied or is otherwise unenforceable under Bankruptcy Code <br /> section 365. Upon the assignment to the Buyer and the payment of the relevant Cure Costs by <br /> Buyer, as required by the Stalking Horse Agreement, each of the Assigned Contracts shall be <br /> deemed valid and binding and in full force and effect in accordance with its terms, and all <br /> defaults thereunder, if any, shall be deemed cured, subject to the provisions of this Order. <br />