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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 16 of 43 <br /> any or all of the provisions of this Order are hereafter reversed, modified, or vacated by a <br /> subsequent order of the Bankruptcy Court or any other court, such reversal, modification, or <br /> vacatur shall not affect the validity and enforceability of any sale, transfer, or assignment under <br /> the Stalking Horse Agreement or obligation or right granted pursuant to the terms of this Order <br /> (unless stayed pending appeal prior to the Closing Date) and, notwithstanding any reversal, <br /> modification, or vacatur, any sale, transfer, or assignment shall be governed in all respects by the <br /> original provisions of this Order or the Stalking Horse Agreement, as the case may be. <br /> 6. Section 363(n) of the Bankruptcy Code. The consideration provided by the <br /> Buyer for the Assets under the Stalking Horse Agreement shall be and hereby is deemed for all <br /> purposes to constitute reasonably equivalent value and fair consideration under the Bankruptcy <br /> Code and any other applicable Law, and the Sale Transaction may not be avoided, or costs or <br /> damages imposed or awarded under Bankruptcy Code section 363(n) or any other provision of <br /> the Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent <br /> Conveyance Act, or any other similar Laws. <br /> 7. Authorization of Performance by the Debtors. The Debtors are authorized and <br /> empowered to take any and all actions necessary or appropriate to fully perform under, <br /> consummate, and implement the terms of the Stalking Horse Agreement together with any and <br /> all additional instruments and documents that may be reasonably necessary or desirable to <br /> implement and effectuate the terms of the Stalking Horse Agreement, this Order, and the Sale <br /> Transaction, including, without limitation, deeds, assignments, operating agreements, and other <br /> agreements, certificates, instruments of transfer, or other documents executed and delivered in <br /> connection with the Stalking Horse Agreement, and to take all further actions as may reasonably <br /> be requested by the Buyer for the purpose of assigning, transferring, granting, conveying, and <br />