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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 19 of 43 <br /> 13. Free and Clear. Except to the extent specifically provided in the Stalking Horse <br /> Agreement, upon the Closing, the Debtors shall be, and hereby are, authorized, empowered, and <br /> directed, pursuant to sections 105, 363(b), and 363(f) of the Bankruptcy Code, to sell the Assets <br /> and assign the Assigned Contracts to the Buyer. The sale and assignment of the Assets (including <br /> the assignment of the Assigned Contracts) to the Buyer vests the Buyer with all right, title, and <br /> interest of the Debtors to the Assets (including the Assigned Contracts) free and clear of any and <br /> all Interests, with all such Interests to attach only to the net proceeds of the sale with the same <br /> priority, validity, force, and effect as they now have in or against the Assets (including the <br /> Assigned Contracts). The Sale Motion shall be deemed to provide sufficient notice as to the sale <br /> and assignment of the Assets free and clear of all Interests in accordance with the Bankruptcy <br /> Code and the Bankruptcy Rules. Following the Closing, no holder of any Interest on the Assets <br /> may interfere with the Buyer's use and enjoyment of the Assets based on or related to such <br /> Interest or any actions that the Debtors may take in their Chapter 11 Cases. For the avoidance of <br /> doubt, "Interests" include, without limitation: <br /> a. Any "Lien" defined in the Stalking Horse Agreement to mean any "interest" as <br /> that term is used in section 363(f) of the Bankruptcy Code, lien (statutory or <br /> otherwise), mechanics lien, covenant, encroachment, encumbrance, pledge, <br /> mortgage, deed of trust, security interest, claim (including "claim" (as defined in <br /> section 101(5) of the Bankruptcy Code)), lease, sublease, charge, option, right of <br /> first offer or first refusal, right of use or possession, restriction, easement, <br /> servitude, restrictive covenant, condition, encroachment or any other similar <br /> encumbrance, third party interest, other survey defect, charge, hypothecation, <br />