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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 18 of 43 <br /> all applicable Governmental Bodies or as any of the officers of the Debtors may determine are <br /> necessary or appropriate. The execution of any such document or the taking of any such action <br /> shall be, and hereby is, deemed conclusive evidence of the authority of such person to so act. <br /> 10. Valid Transfer. Effective as of the Closing, the sale and assignment of all rights, <br /> title, and interest in the Assets and the Assigned Contracts by the Debtors to the Buyer shall <br /> constitute a legal, valid, and effective transfer of the Assets and the Assigned Contracts, <br /> notwithstanding any requirement for approval or consent by any person, and will vest the Buyer <br /> with all right, title, and interest of the Debtors in and to the Assets, free and clear of all Interests <br /> (other than the Assumed Liabilities defined in the Stalking Horse Agreement), pursuant to <br /> section 363(f) of the Bankruptcy Code. <br /> 11. The Debtors Shall Not Retain Liability for Assigned Contracts and Assumed <br /> Liabilities. Effective on the Closing and subject to the Stalking Horse Agreement, (a) the <br /> assumption of the Assigned Contracts and the Assumed Liabilities by the Buyer constitutes a <br /> legal, valid, effective, complete and absolute sale, conveyance and transfer from the Debtors to <br /> the Buyer of any and all Liabilities under the Assigned Contracts that arise on or after the <br /> Closing Date, the Cure Costs with respect thereto, and Assumed Liabilities and (b) the Debtors <br /> shall have no liability to Buyer, any Governmental Body, surety or any other person for any <br /> Liabilities under the Assigned Contracts that arise on or after the Closing Date, the Cure Costs <br /> with respect thereto, and such Assumed Liabilities. <br /> 12. Further, it is the Parties' express intention that the Sale Transaction be, and be <br /> treated for all purposes, as an absolute sale, conveyance and transfer of all Liabilities under the <br /> Assigned Contracts that arise on or after the Closing Date, the Cure Costs with respect thereto, <br /> and Assumed Liabilities. <br />