|
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 />
|