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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 12 of 43 <br /> S. Adequate Assurance. The Debtors have met all of the requirements of section <br /> 365(b) of the Bankruptcy Code for each of the Assigned Contracts. The Debtors have provided <br /> adequate assurance of cure of any default existing prior to the Closing Date (as defined in the <br /> Stalking Horse Agreement) under any of the Assigned Contracts, within the meaning of section <br /> 365(b)(1)(A) of the Bankruptcy Code, and provided adequate assurance of compensation to any <br /> party for any actual pecuniary loss to such party resulting from such default under any of the <br /> Assigned Contracts within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. The <br /> Buyer has provided adequate assurance of its future performance of and under the Assigned <br /> Contracts, within the meaning of section 365(b)(1)(C) of the Bankruptcy Code (including to the <br /> extent, if any, modified by section 365(b)(3) of the Bankruptcy Code). The non-Debtor parties to <br /> the Assigned Contracts were given notice and the opportunity to object and are deemed to have <br /> consented pursuant to section 363(f)(2) of the Bankruptcy Code. Except as expressly set forth in <br /> the Stalking Horse Agreement, the transfer of the Assigned Contracts will not subject Buyer or <br /> its assignees or designees, as applicable, to any liability whatsoever prior to the Closing Date, or <br /> by reason of such transfer under any applicable Laws or based, in whole or in part, on any theory <br /> of law or equity. <br /> T. Free and Clear. The sale and assignment of the Assets to the Buyer will be, as of <br /> the Closing Date, a legal, valid and effective transfer of such assets, and each such transfer and <br /> assignment shall, upon the Closing Date, vest the Buyer with all right, title, and interest of the <br /> Debtors to the Assets free and clear of all Interests, with any such Interests to attach to the net <br /> proceeds to be received by the Debtors in the same priority and subject to the same defenses and <br /> avoidability, if any, as were in existence on the Closing Date. The Buyer would not enter into the <br /> Sale Transaction if the sale of the Assets were not free and clear of all Interests, or if the Buyer <br />