2020-08-04_GENERAL DOCUMENTS - C1980004

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Case 1:20-bk-12043 Doc 124-1 Filed 07/29/20 Entered 07/29/20 20:57:30 Desc Exhibit A - Proposed Sale Order Page 41 of 43 liable to such other Debtor for a claim with the status of an expense of administration in the case of the recipient Debtor under section 503(b) of the Bankruptcy Code. 44. Relief from the Automatic Stay. Relief from the automatic stay pursuant to section 362 of the Bankruptcy Code is hereby provided with respect to the Debtors to the extent necessary, without further order of the Bankruptcy Court, to allow the Buyer to deliver any notice provided for in the Stalking Horse Agreement and allow the Buyer to take any and all actions permitted under the Stalking Horse Agreement, including, without limitation, terminating the Stalking Horse Agreement, in each case in accordance with the terms and conditions thereof. 45. Retention of Jurisdiction. The Bankruptcy Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order, including, without limitation, the authority to: (a) interpret, implement, and enforce the terms and provisions of this Order and the Stalking Horse Agreement, including the injunctive relief provided in this Order, all amendments to this Order and the Stalking Horse Agreement, and any waivers and consents under this Order and the Stalking Horse Agreement and each of the agreements executed in connection therewith, in all respects; (b) decide any disputes concerning this Order and the Stalking Horse Agreement, or the rights and duties of the parties hereunder or thereunder or any issues relating to the Stalking Horse Agreement and this Order including, but not limited to, the interpretation of the terms, conditions, and provisions hereof and thereof, the status, nature, and extent of the Assets and any Assigned Contracts and all issues and disputes arising in connection with the relief authorized herein, inclusive of those concerning (i) the transfer of the assets free and clear of all Interests and (ii) the absolute conveyance of the Assumed Liabilities and Assigned Contracts; and(c) compel delivery of all Assets to the Buyer.