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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 3 of 43 <br /> the Entry Into the Asset Purchase Agreement with the Stalking Horse Bidder and the Granting of <br /> Stalking Horse Protections, (C) Scheduling an Auction and Sale Hearing and Approving the <br /> Form and Manner of Notice Thereof, (D) Approving the Procedures for the Assumption and <br /> Assignment of Executory Contracts and Unexpired Leases, and(E) Granting Related Relief; and <br /> (II) An Order Approving the Sale of Such Assets and Related Relief (the "Sale Motion")2 <br /> (Docket No. 26) dated July 22, 2020, of the above-captioned debtors and debtors-in-possession, <br /> pursuant to sections 105(a), 363, 365, and 503(b) of title 11 of the United States Code (the <br /> `Bankruptcy Code"), Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy <br /> Procedure (the "Bankruptcy Rules"), Local Rule 6004-1, and the local Procedures for Complex <br /> Chapter 11 Cases, for, among other things, (i) approval of the sale or sales (collectively, the <br /> "Sale Transaction") of substantially all assets of the Debtors (the "Assets") free and clear of <br /> any pledges, liens, security interests, encumbrances, claims (as such term is defined in section <br /> 101(5) of the Bankruptcy Code), charges, options and interests thereon (collectively, the <br /> "Interests,')3 to the maximum extent permitted by section 363 of the Bankruptcy Code, except as <br /> otherwise provided in the Stalking Horse Agreement or such other Asset Purchase Agreement; <br /> (ii) approval of the assumption and assignment of the executory contracts and unexpired leases <br /> included in the Purchased Assets' under the terms of the Stalking Horse Agreement or such other <br /> Asset Purchase Agreement (the "Assigned Contracts"), and (iii) approval of related relief; and <br /> the Court having previously entered its Order (A) Approving Bidding and Sale Procedures with <br /> z Capitalized terms used, but not defined, herein have the meaning ascribed to them in the Sale Motion or the <br /> Stalking Horse Agreement(as defined below) or such other applicable Asset Purchase Agreement(collectively, the <br /> "Sale Agreement"). In the event a term is defined in both the Sale Motion and the applicable Sale Agreement, the <br /> definition in the applicable Sale Agreement shall govern. <br /> 3 With respect to the Stalking Horse Bidder and the Buyer,"interests"shall be defined as set forth in Paragraph 13. <br /> a Reference to"Assets"with respect to assets purchased by the Buyer pursuant to the Stalking Horse Agreement <br /> means"Purchased Assets"as defined therein. <br />