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 34 of 43 <br /> unliquidated with respect to the Debtors or any obligations of the Debtors arising on or prior to <br /> the Closing Date, including, but not limited to, liabilities on account of any taxes due in <br /> connection with, or in any way relating to, the Assets on or prior to the Closing Date. The <br /> consideration given by Buyer shall constitute valid and valuable consideration for the release of <br /> any potential claims of successor liability against Buyer and Buyer's Related Persons, which <br /> releases shall be deemed to have been given in favor of Buyer and Buyer's Related Persons by <br /> all holders of Interests against the Debtors or the Assets. <br /> 24. No Bulk Sales; No Brokers. No bulk sales Law or any similar Law of any state <br /> or other jurisdiction shall apply in any way to the Sale Transaction. The Buyer is not, and will <br /> not become, obligated to pay any fee or commission or like payment to any broker, finder, or <br /> financial advisor as a result of the consummation of the Sale Transaction based upon any <br /> arrangement made by, or on behalf of,the Debtors. <br /> 25. Assumption and Assignment of Assigned Contracts. Under sections 105(a), <br /> 363, and 365 of the Bankruptcy Code, and subject to and conditioned upon the closing of the <br /> Sale Transaction, the Debtors' assumption and assignment of the Assigned Contracts to the <br /> Buyer free and clear of all Interests pursuant to the terms set forth in the Stalking Horse <br /> Agreement, as modified by the terms of any amendments reached directly by the Buyer with the <br /> respective counterparty, is hereby approved, and the requirements of sections 365(b)(1) and <br /> 365(f)(2) of the Bankruptcy Code (including to the extent, if any, modified by section 365(b)(3) <br /> of the Bankruptcy Code) with respect thereto are hereby deemed satisfied. The Assigned <br /> Contracts shall be deemed assumed by the Debtors and assigned to Buyer on the Closing <br /> pursuant to this Order, and Buyer shall be fully and irrevocably vested in all right, title, and <br /> interest of each Assigned Contract. The Debtors shall cooperate with, and take all actions <br />