Laserfiche WebLink
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 33 of 43 <br /> Business or arising under or related to the Assets. There is no continuity of enterprise with the <br /> Debtors by any theory of law or equity. The Buyer shall not assume, nor be deemed to assume <br /> or in any way be responsible for any liability or obligation of any of the Debtors and/or their <br /> estates including, but not limited to, any Interests, any bulk sales Law, successor liability, <br /> liability or responsibility for any claim against the Debtors or against an insider of the Debtors, <br /> or similar liability except as otherwise expressly provided in the Stalking Horse Agreement. The <br /> Sale Motion contains sufficient notice of such limitation in accordance with applicable Law. <br /> Except for the Assumed Liabilities, the transfer of the Assets to the Buyer under the Stalking <br /> Horse Agreement shall not result in(x) the Buyer, Buyer's Related Persons or the Assets, having <br /> any liability or responsibility for any claim against the Debtors or against an insider of the <br /> Debtors (including, without limitation, Interests); (y) the Buyer, Buyer's Related Persons or the <br /> Assets, having any liability whatsoever with respect to or be required to satisfy in any manner, <br /> whether at law or in equity, whether by payment, setoff or otherwise, directly or indirectly, any <br /> Interests; or (z) the Buyer, Buyer's Related Persons or the Assets, having any liability or <br /> responsibility to the Debtors except as is expressly set forth in the Stalking Horse Agreement. <br /> 23. Without limiting the generality of the foregoing, and except as otherwise provided <br /> in the Stalking Horse Agreement, the parties intend and the Court hereby orders that the Buyer <br /> and Buyer's Related Persons shall not be liable for any Interest against any of the Debtors, or any <br /> of each Debtor's predecessors or Affiliates, and the Buyer and Buyer's Related Persons shall <br /> have no successor or vicarious liabilities of any kind or character, including, but not limited to, <br /> any theory of antitrust, environmental, successor, or transferee liability, labor Law, de facto <br /> merger or substantial continuity, whether known or unknown as of the Closing Date, now <br /> existing or hereafter arising, whether asserted or unasserted, fixed or contingent, liquidated or <br />