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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 17 of 43 <br /> conferring to the Buyer and/or its designees, or reducing to possession any or all of the Assets, as <br /> may be necessary or appropriate to the performance of the Debtors' obligations as contemplated <br /> by the Stalking Horse Agreement, without any further corporate action or orders of the <br /> Bankruptcy Court. <br /> 8. The Buyer and the Debtors shall have no obligation to close the Sale Transaction <br /> except as is contemplated and provided for in the Stalking Horse Agreement, the Bidding <br /> Procedures, and this Order. The Debtors and Buyer shall have no obligation to proceed with the <br /> Closing (as defined in the Stalking Horse Agreement) until all conditions precedent to their <br /> obligations to proceed have been met, satisfied, or waived in accordance with the terms of the <br /> Stalking Horse Agreement. <br /> 9. The Debtors are authorized and empowered to cause to be filed with the secretary <br /> of state of any state or other applicable officials of any applicable government or governmental <br /> or regulatory body thereof, or political subdivision thereof, or any agency, authority, department, <br /> commission, board, bureau, official or instrumentality of such body, or any self-regulated <br /> organization or other non-governmental regulatory authority or quasi-governmental authority (to <br /> the extent that the rules, regulations or orders of such organization or authority have the force of <br /> Law), whether foreign, federal, state, or local, or any agency, instrumentality or authority <br /> thereof, or any court or arbitrator thereof (public or private) of competent jurisdiction <br /> ("Governmental Body"), any and all certificates, agreements, or amendments necessary or <br /> appropriate to effectuate the transactions contemplated by the Stalking Horse Agreement, any <br /> related agreements and this Order, including amended and restated certificates or articles of <br /> incorporation and by-laws or certificates or articles of amendment and all such other actions, <br /> filings, or recordings as may be required under appropriate provisions of the applicable Laws of <br />