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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 20 of 43 <br /> deemed trust, action, or restriction, whether imposed by Law, Contract, equity or <br /> otherwise; <br /> b. Any "Liability" defined in the Stalking Horse Agreement to mean any debt, loss, <br /> liability, claim (including "claim" (as defined in section 101(5) of the Bankruptcy <br /> Code)), commitment, demand, responsibility, suit, judgment, undertaking, <br /> damage, expense, fine, penalty, cost, royalty, deficiency or obligation (including <br /> those arising out of any action, such as any settlement or compromise thereof or <br /> judgment or award therein), of any nature, whether known or unknown, disclosed <br /> or undisclosed, express or implied, primary or secondary, direct or indirect, <br /> matured or unmatured, determined or indeterminable, disputed or undisputed, <br /> secured or unsecured, joint or several, fixed, absolute, contingent, accrued or <br /> unaccrued, liquidated or unliquidated, and whether due or to become due, and <br /> whether in contract, tort or otherwise, and whether or not required to be accrued <br /> on the financial statements of any entity or individual; <br /> c. Any "Excluded Liabilities" defined in the Stalking Horse Agreement to mean any <br /> and all Liabilities of Debtors other than the Assumed Liabilities, including such <br /> Liabilities arising out of, resulting from, relating to or otherwise in respect of the <br /> following, in each case other than the Assumed Liabilities: <br /> i. Debtors' use, operation, possession or ownership of the Assets prior to the <br /> Closing; <br /> ii. Debtors' use, operation, possession or ownership of any assets or entities <br /> other than the Assets; <br />