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Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 011131211138 01 Desc <br />Exhibit 1 - Proposed Confirmation Order Page 15 of 69 <br />Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11,38 01 Desc <br />Exhibit i - Proposed Confirmation Order Page 16 of 69 <br />7 Effective Date, The Effective Date of the Plan shall be on the Business Day on <br />which all conditions to the consummation of the Plan, as set forth in Article Xll, have been <br />satisfied or waived <br />8 Plan Classification Controlhne The classification of Claims and Equity Interests <br />for purposes of the Distributions to be made under the Plan shall be governed solely by the terms <br />of the Plan The classifications and dollar amounts set forth on the ballots tendered to or returned <br />by the Debtors' creditors and Nutty interest holders in connection with voting on the Plan (a) <br />were set forth on the ballots for purposes of voting to accept or reject the Plan, (b) do not <br />necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual <br />classification of such Claims or Equity Interests under the Plan for distribution purposes, and (c) <br />shall not be binding on the Debtors or the Liquidating Trustee and shall not limit, prejudice or <br />impair any party in interest from filing any objections to Claims <br />9 Binding Effect The Plan and its provisions shall be binding on the Debtors, any <br />entity acquiring or receiving property or a distribution under the Plan, and any creditor of or <br />holder of an Equity Interest in the Debtors. including all governmental entities, whether or not <br />the Claim of such creditor or the Equity Interest of such holder is disallowed, extinguished or <br />impaired under the Plan, or whether or not such creditor or Equity Interest holder has accepted <br />the Plan However, nothing in this Confirmation Order or the Plan discharges, releases, <br />precludes, or enjoins any liability to a Governmental Unit on the part of any non -debtor Nothing <br />in this Confirmation Order or the Plan shall affect any valid right of setoff or recoupment of any <br />Governmental Unit <br />14 <br />Case 1.20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11.38:01 Desc <br />Exhibit 1- Proposed Confirmation Order Page 17 of 69 <br />members, or partners of any such entities Notwithstanding the foregoing, the Liquidating <br />Trustee shall be authorized to the extent necessary or advisable to execute, deliver, file, or record <br />such contracts, instruments, settlement agreements, releases, indentures, and other agreements or <br />documents and to take or direct such actions as may be necessary or appropriate on behalf of the <br />Debtors to effectuate and further evidence the terms and conditions of the Plan <br />15 Further Actions The approvals and authorizations specifically set forth in this <br />Order are nonexclusive and are not intended to limn the authority of the Debtors, the Liquidating <br />Trustee, or the Committee to take any actions necessary or appropriate to implement, effectuate <br />and consummate the Plan, this Order and the transactions contemplated thereby, all without <br />further application to, or order of, this Court unless such documents specifically require the <br />approval and order of this Court with respect to the specific action or transaction to be taken or <br />effectuated <br />16 Plan Documents The documents substantially in the form attached to the Plan, or <br />substantially in the form attached to the Disclosure Statement and incorporated by reference in <br />the Plan, including but not limited to the Liquidating Trust Agreement, together with any <br />amendments, modifications and supplements thereto, are authortzed and approved, except as <br />otherwise provided in this Order <br />17 Preservation of Causes of Action / Defenses In accordance with section <br />1123(b)(3) of the Bankruptcy Code, and unless a Claim, objection, defense or Cause of Action <br />against an Entity or Person is expressly waived, relinquished, released, compromised or settled in <br />the Plan, the DIP Order, the Sale Order, the Settlement Agreement, the Lender Settlement Order, <br />or any Final Order (including this Order), nothing in this Order or the Plan shall be deemed to <br />waive, abandon, relinquish, impair, or otherwise prejudice any claims, objections, defenses, or <br />10 Substantive Consolidation The Debtors' Estate(s) are hereby substantively <br />consolidated solely for purposes of voting and confirming this Plan and making distributions to <br />holders of Claims under this Plan and for no other purpose <br />11 Refection of Executory Contracts and Unexpired Leases Pursuant to sections 105, <br />363, 365 and 1123(b)(2) of the Bankruptcy Code, and pursuant to Article VII of the Plan, any <br />and all Executory Contracts and Unexpired Leases not assumed by the Debtors (other than <br />executory contracts of unexpired leases related to the Debtors' insurance policies) on or before <br />the Effective Date or by order of the Court are REJECTED <br />12 Bar Date for Retection Claims Pursuant to section 7 02 of the Plan, if an affected <br />counterparty or any other party in interest (the "Resection Claimant') asserts a claim or claims <br />against the Debtors arising from the rejection of an executory contract or unexpired lease, such <br />Rejection Claimant shall submit a proof of claim on or before 30 days after the Effective Date If <br />the Rejection Claimant does not timely file such proof of claim, the claimant shall be forever <br />barred from asserting a claim against the Debtors for such rejection damages <br />13 Exemption from Transfer Taxes Pursuant to section 1146(a) of the Bankruptcy <br />Code, to the extent applicable, any transfers from the Debtors to any other Entity or Person <br />pursuant to this Plan shall not he subject to any document recording tax, stamp tax, conveyance <br />fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or <br />other similar tax or governmental assessment <br />14 Corporate Action / General Authonzahons All matters provided for under the <br />Plan involving any corporate action to be taken by, or required of, the Debtors, shall be deemed <br />to have occurred and be effective as provided in the Plan, and shall be authorized and approved <br />in all respects without any requirement for further action by the stockholders, directors, <br />W <br />Case 1 20-bk-12043 Doc 574-1 Filed 01113/21 Entered 01/13/21 11.38 01 Desc <br />Exhibit 1- Proposed Confirmation Order Page 18 of 69 <br />Causes of Action, including any rights of setoff or recoupment, that the Debtors or the Estate <br />may have, and the Debtors and the Estate will retain and may (but shall not be required to) <br />enforce all such claims, objections, defenses or Causes of Action The Debtors and the Estate <br />shall further retain all claims, objections, defenses and rights regarding the claim allowance and <br />reconciliation process in the Debtors' Chapter 11 Cases and in the provisions of the Plan <br />governing Disputed Claims, The failure of the Debtors to specifically list any Claim, Cause of <br />Action, suit, or proceeding does not, and will not be deemed to, constitute a watver or release by <br />the Debtors or the Estates of such Claim, cause of action, suit, or proceeding Following the <br />Effective Date, the Liquidating Trustee shall retain all rights under Sections 541, 542, and 543 of <br />the Bankruptcy Code and Rule 2004 of the Bankruptcy Rules <br />18 Dissolution of Directors and Officers Upon the Effective Date, (i) all officers, <br />directors and employees of the Debtors are deemed to have resigned from the Debtors and are <br />discharged from their duties and positions, and (it) the existing board of directors and/or boards) <br />of managers of the Debtors shall be dissolved without any further action required on the part of <br />the Debtors or the Debtors' officers, directors, shareholders, and members and any all remaining <br />officers, managers or directors of each Debtor shall be dismissed without any further action <br />required on the pan of any such Debtor, the shareholders or members of such Debtor, or the <br />officers and directors of such Debtor <br />19 Corporate Status and Dissolution The Liquidating Trustee may in its discretion <br />maintain the corporate status of the Debtors if deemed reasonably necessary or desirable to aid in <br />the wmdmg down the Debtors' affairs and liquidating the assets of the Debtors or the Estates, as <br />the case may be Notwithstanding the foregoing, the Liquidating Trustee shall have the authority <br />to take all actions that she deems necessary or appropriate to formally dissolve the Debtors in, <br />16 17 <br />