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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 13 of 43 <br /> would, or in the future could, be liable for any such Interests. A sale of the Assets other than one <br /> free and clear of all Interests would adversely impact the Debtors' estates and would yield <br /> substantially less value for the Debtors' estates, with less certainty than the Sale Transaction. <br /> There is no better available alternative for the Assets than the sale to the Buyer. <br /> U. Satisfaction of 363(f) Standards. The Debtors may sell and assign the Assets <br /> free and clear of all Interests, because, with respect to each creditor asserting an Interest, one or <br /> more of the standards set forth in sections 363(f)(1)—(5) of the Bankruptcy Code has been <br /> satisfied. Those holders of Interests who did not object or who withdrew their objections to the <br /> Sale Transaction or any Assumption/Assignment Notice are deemed to have consented to the <br /> Sale Motion and the Sale Transaction under section 363(f)(2) of the Bankruptcy Code. Those <br /> holders of Interests in the Assets who did object fall within one or more of the other subsections <br /> of section 363(f) of the Bankruptcy Code and are adequately protected by having their Interests <br /> (if any) attach to the net proceeds of the Sale Transaction ultimately attributable to the Assets in <br /> which such holders allege an Interest, in the same order of priority, with the same validity, force, <br /> and effect that such holder had prior to the Sale Transaction, and subject to any claims and <br /> defenses the Debtors and their estates may possess with respect thereto. An injunction against <br /> creditors and third parties pursuing Interests is necessary to induce Buyer to close the Sale <br /> Transaction; the issuance of such an injunction is therefore necessary to avoid irreparable injury <br /> to the Debtors' estates and will benefit all creditors. <br /> V. No Successor Liability. The Buyer, its Designated Purchaser(s) (as defined in the <br /> Stalking Horse Agreement), their respective designees, and their respective predecessors, <br /> successors, assigns, affiliates, shareholders, members, partners,principals, directors, officers, and <br /> employees (or equivalent of any of the foregoing) (`Buyer's Related Persons") shall have no <br />