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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 7 of 43 <br /> Transaction will present the best opportunity to realize the value of the Assets on a going <br /> concern basis and to avoid decline and devaluation of the related business; (iv)the Bidding <br /> Procedures utilized were designed to yield the highest or otherwise best bids for the Assets; and <br /> (v) the Debtors and the Buyer engaged in good faith, arm's-length negotiations in order to <br /> achieve the Sale Transaction contemplated in the Stalking Horse Agreement. Entry of this Order <br /> and all provisions hereof is a necessary condition precedent to the Buyer consummating the Sale <br /> Transaction. To maximize the value of the Assets and preserve the viability of the operations to <br /> which the Assets relate, it is essential that the Sale Transaction occur within the time constraints <br /> set forth in the Stalking Horse Agreement. Time is of the essence in consummating the Sale <br /> Transaction. Accordingly, cause exists to lift the stays contemplated by Bankruptcy Rules 6004 <br /> and 6006. <br /> H. Opportunity to Bid. The Bidding Procedures were substantively and <br /> procedurally fair to all parties and all potential bidders and afforded notice and a full, fair, and <br /> reasonable opportunity for any person or entity to make a higher or otherwise better offer to <br /> purchase the Assets. The Debtors and their professionals robustly marketed the Assets and <br /> conducted the marketing and sale process as set forth in the Sale Motion and in compliance with <br /> the Bidding Procedures and the Bidding Procedures Order. The Auction process included in the <br /> Bidding Procedures afforded a full and fair opportunity for any person or entity to snake an offer <br /> to purchase the Assets. Based upon the record of these proceedings, all creditors and other <br /> parties in interest and all prospective purchasers have been afforded a reasonable and fair <br /> opportunity to bid for the Assets. <br /> I. Auction. An Auction was conducted in accordance with the Bidding Procedures <br /> and after conclusion of the Auction, the Buyer was declared to have made the highest or <br />