SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice) 

555 West Fifth Street 

Los Angeles, California 90013 

Telephone: (213) 896-6000 

Facsimile: (213) 896-6600 

Email: sam.newman@sidley.com

SIDLEY AUSTIN LLP

Jackson T. Garvey (admitted pro hac vice) 

One South Dearborn 

Chicago, IL 60603 

Telephone: (312) 853-7000 

Facsimile: (312) 853-7036 

Email: jgarvey@sidley.com 

SIDLEY AUSTIN LLP

Rakhee V. Patel (TX Bar No. 00797213) 

Nathan C. Elner (admitted pro hac vice) 

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499) 

2021 McKinney Avenue, Suite 2000 

Dallas, Texas 75201

Telephone: (214) 981-3300 

Facsimile: (214) 981-3400 

Email: rpatel@sidley.com 

 nelner@sidley.com 

 parker.embry@sidley.com 

 cmcmanus@sidley.com 

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS, INC., et al.1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

NOTICE OF PROPOSED AMENDMENT TO STALKING HORSE 

ASSET PURCHASE AGREEMENT AND PROPOSED FORM OF SALE ORDER

PLEASE TAKE NOTICE that on December 20, 2023, the debtors and debtors in 

possession in the above-captioned chapter 11 cases (the “Debtors”) filed the Debtors’ Motion for 

Entry of an Order (I)(A) Approving the Bid Procedures; (B) Authorizing the Debtors to Select JN 

Bidco LLC as the Stalking Horse Purchaser Substantially Along the Terms Defined in the Stalking 

Horse APA and Approving Bid Protections; (C) Establishing Bid Deadlines, an Auction, and a 

Sale Hearing; (D) Approving the Form and Manner of Sale Notice; (E) Approving Assignment 

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtors’ federal tax identification 

number, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119. 

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2 

and Assumption Procedures; (F) Approving the Form and Manner of Potential Assumption and 

Assignment Notice; (II)(A) Authorizing the Sale of the Assets Free and Clear; and (B) Approving 

the Assumption and Assignment of Designated Contracts; and (III) Granting Related Relief

[Docket No. 18] (the “Motion”).

PLEASE TAKE FURTHER NOTICE that, on January 11, 2024, the Court entered an 

order granting, in part, the Motion and approving the bid procedures (the “Bid Procedures”) 

annexed as Exhibit 1 to the order [Docket No. 137] (the “Bid Procedures Order”).

2

 Attached to 

the Bid Procedures Order as Exhibit 2 was a certain asset purchase agreement between the Debtors 

and JN Bidco LLC (the “Stalking Horse APA”).

PLEASE TAKE FURTHER NOTICE that, in accordance with the Bid Procedures Order, 

and after consultation with the Consultation Parties, the Debtors cancelled the Auction [Docket 

No. 183] and designated JN Bidco LLC (the “Stalking Horse Purchaser”) as the Winning Bidder 

[Docket No. 186].

PLEASE TAKE FURTHER NOTICE that the Stalking Horse Purchaser seeks to 

purchase the Assets free and clear of liens, claims, encumbrances, and other interests (the “Sale”)

on the terms set forth in the Stalking Horse APA. 

PLEASE TAKE FURTHER NOTICE that attached as Exhibit A is a proposed first 

amendment to the Stalking Horse APA (the “Proposed Amendment”), which revises the Stalking 

Horse APA to provide the Debtors with enhanced economics related to a subsequent sale of the 

Precision Olfactory Delivery technology3 by the Stalking Horse Purchaser and clarify the scope 

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bid 

Procedures Order. 

3 Further information on the Precision Olfactory Delivery technology can be found in the Declaration of Brandon 

Smith, Chief Restructuring Officer of the Debtors, in Support of Chapter 11 Proceedings [Docket No. 15]. 

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3 

of assumed liabilities under the Stalking Horse APA.

PLEASE TAKE FURTHER NOTICE that attached as Exhibit B is a form of proposed 

order (the "Proposed Sale Order”) authorizing the Debtors and Stalking Horse Bidder to enter into 

the Proposed Amendment and consummate the Sale Transaction on the terms of the Stalking Horse 

Purchase Agreement, as amended.

PLEASE TAKE FURTHER NOTICE that the Debtors will seek entry of the Proposed 

Sale Order at a hearing scheduled for February 1, 2024, at 9:30 a.m. (CT) before the Honorable 

Stacey G.C. Jernigan, United States Bankruptcy Judge for the Bankruptcy Court for the Northern 

District of Texas, Courtroom 1, floor 14, 1100 Commerce Street, Dallas, TX 75242-1496. 

PLEASE TAKE FURTHER NOTICE that copies of the Motion and the Bid Procedures 

Order, as well as all related exhibits, including the Stalking Horse APA and this Notice and 

Proposed Amendment are available by: ((i) visiting the website of the Debtors’ claims, noticing, 

and solicitation agent, Omni Agent Solutions LLC (“Omni”) at: 

https://omniagentsolutions.com/Impel (the “Case Website”), (ii) (888) 202-6183 (Toll-Free) or 

(747) 288-6396 (International), and/or (iii) emailing ImpelInquiries@OmniAgnt.com; or (iv) for 

a fee via PACER by visiting http://ecf.txnb.uscourts.gov/. 

PLEASE TAKE FURTHER NOTICE that you may obtain additional information 

concerning these Chapter 11 Cases on the Case Website.

[Remainder of page intentionally left blank]

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Dated: January 29, 2024

Dallas, Texas SIDLEY AUSTIN LLP

/s/ Rakhee V. Patel

Samuel A. Newman (admitted pro hac vice)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Counsel to the Debtors and Debtors in Possession

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Certificate of Service

I certify that on January 29, 2024, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern

District of Texas.

/s/ Rakhee V. Patel

Rakhee V. Patel

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Exhibit A

Proposed First Amendment to the Stalking Horse APA

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AMENDMENT NO. 1 TO 

ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is made and 

entered into as of January [__], 2024 (the “Effective Date”) by and among JN Bidco LLC, a Puerto 

Rico limited liability company (“Purchaser”) and Impel Pharmaceuticals Inc., a Delaware 

corporation (the “Seller”).

RECITALS

WHEREAS, Purchaser and Seller are parties to that certain Asset Purchase Agreement, 

dated as of December 18, 2023 (the “Purchase Agreement”);

WHEREAS, capitalized terms not herein defined shall have the meanings ascribed to them 

in the Purchase Agreement;

WHEREAS, Purchaser and Seller desire to amend the Purchase Agreement in accordance 

with and as set forth herein; and

WHEREAS, Section 10.3 of the Purchase Agreement provides that the Purchase 

Agreement may be amended by a written instrument making specific reference to the Purchase 

Agreement executed by the party against whom enforcement of such amendment is sought.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 

in the Purchase Agreement and this Amendment and for other good and valuable consideration, 

the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment of Purchase Agreement. The Purchase Agreement is hereby amended as 

follows:

1.1. Section 2.3(a) of the Purchase Agreement is hereby amended and restated 

in its entirety to read as follows:

(a) all Liabilities relating to the Transferred Assets, whether incurred or arising prior 

to, at or after the Closing (other than those Liabilities relating to any breach, tort including 

any tort based on a failure to warn, failure to comply with law, failure to comply with 

industry standards, Nitrosamine Liabilities, or other wrongful conduct); provided that the 

Liabilities referred to in this clause (a) shall not include Liabilities that are (i) accounts 

payable of the Seller Group arising prior to the Petition Date or (ii) debt for borrowed 

money consisting of loans;

1.2. Section 2.3(d) of the Purchase Agreement is hereby amended and restated 

in its entirety to read as follows:

(d) all accounts payable, including, for the avoidance of doubt, obligations that will 

become accounts payable following invoice, of the Seller Group to the extent related to the 

Business and arising following the Petition Date (the Liabilities referred to in this clause 

(d), collectively, the “Post-Petition Assumed Payables”); 

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2

1.3 Section 2.3 of the Purchase Agreement is hereby amended to include the 

following as new Section 2.3(f):

(f) all intercompany obligations of the Seller Group to the extent related to the 

Business and arising following the Petition Date.

1.4 Section 2.5 of the Purchase Agreement is hereby amended and restated in 

its entirety to read as follows:

2.5 Excluded Contracts. Pursuant to Section 5.3(b), Purchaser shall be entitled, in its 

sole discretion, by written notice to the Seller up to three Business Days prior to the Closing 

Date, to elect not to purchase or assume one or more Assigned Contract, in which case, 

notwithstanding anything in this Agreement or any Related Document to the contrary, such 

Assigned Contract shall be considered an excluded contract (“Excluded Contract”) (and 

shall constitute an Excluded Asset and not be included in the Transferred Assets) for all 

purposes of this Agreement and Purchaser shall not have any obligation to satisfy or pay 

any Cure Costs or other Liabilities (in the case of other Liabilities, other than to the extent 

such Liabilities also constitute Post-Petition Assumed Payables) with respect to such 

Excluded Contract. Each assignable Assigned Contract that Purchaser does not elect to 

remove from the list of Assigned Contracts pursuant to Section 5.3(b) shall be an Assigned 

Contract.

1.4. Section 2.13(b) of the Purchase Agreement is hereby amended and restated 

in its entirety to read as follows:

(b) Licensing Payments. During the Earn-out Period, Purchaser shall pay Seller thirtythree percent (33%) of the annual POD Technology Licensing Revenue (the “POD 

Licensing Share”) generated during each fiscal year; provided that, if the POD 

Technology Licensing Revenue is as a result of a transaction with the Person listed on 

Schedule 1 attached hereto, the POD Licensing Share shall be forty percent (40%).

1.5. Schedule 1.1(b) of the Purchase Agreement is hereby amended and restated 

in its entirety to read as follows: 

None.

2. Schedule 1. Promptly following the Effective Date, the Seller shall identify to Purchaser in 

writing (email being sufficient) the Person to be listed on Schedule 1 attached hereto. The 

Seller and Purchaser acknowledge and agree that, without any further action required by either 

party, Schedule 1 shall be automatically updated to reflect the identity of such Person.

3. Effect. Except as expressly modified by this Amendment, the Purchase Agreement shall 

remain in full force and effect.

4. Miscellaneous. Sections 10.4 (Severability; Specific Versus General Provisions), Section 10.7 

(Counterparts), 10.8 (Governing Law), 10.9 (Submission to Jurisdiction; Consent to Service 

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3

of Process) and 10.10 (Waiver of Jury Trial) of the Purchase Agreement shall apply mutatis 

mutandis to this Amendment.

[signature page follows]

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[Signature Page to Amendment No. 1 to Asset Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 

executed as of the Effective Date.

PURCHASER: SELLER:

JN BIDCO LLC IMPEL PHARMACEUTICALS INC.

By: By: 

Name: Ray Canole Name: Leonard Paolillo

Title: Authorized Signatory Title: Interim Chief Executive Officer

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Schedule 1

[_____] or any of its Affiliates.

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Exhibit B

Proposed Sale Order

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS, INC., et al.1

Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

ORDER (I) APPROVING THE SALE 

OF THE DEBTORS’ ASSETS, (II) AUTHORIZING ASSUMPTION AND 

ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES RELATED THERETO, AND (III) GRANTING RELATED RELIEF

Upon the Motion2 of the debtors and debtors in possession in the above-captioned chapter 

11 cases (collectively, the “Debtors”) for entry of an order (this “Sale Order”), pursuant to sections 

1 The Debtors in these chapter 11 cases, together with the last four digits of the Debtors’ federal tax identification 

number, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119.

2 Capitalized terms used by not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors’ 

Motion for Entry of an Order (I)(A) Approving the Bid Procedures; (B) Authorizing the Debtors to select JN Bidco 

LLC as the Stalking Horse Purchaser Substantially Along the Terms Defined in the Stalking Horse APA and Approving 

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105(a), 363, and 365 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002, 

6004, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), 

Rule 9013-1 of the Bankruptcy Local Rules for the Northern District of Texas (the “Bankruptcy 

Local Rules”), and section E of the Procedures for Complex Chapter 11 Cases in the 

Northern District of Texas (the “Complex Case Procedures”), authorizing (a) the Debtors’ sale of 

certain of their property free and clear of liens, claims, encumbrances, and interests on the terms 

set forth in that certain Asset Purchase Agreement by and between JN Bidco LLC, as Purchaser, 

and Impel Pharmaceuticals Inc., as Seller, Dated December 18, 2023 (the “Stalking Horse APA”) 

[Docket No. 18, Ex. A-2]; (b) the assumption and assignment of the Designated Contracts in 

connection with the Stalking Horse APA; and (c) granting related relief, all as more fully set forth

in the Motion; and this Court having previously entered the Order (I)(A) Approving the Bid 

Procedures; (B) Authorizing the Debtors to Select JN Bidco LLC as the Stalking Horse Purchaser 

Substantially Along the Terms Defined in the Stalking Horse APA and Approving Bid Protections; 

(C) Establishing Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the Form and 

Manner of Sale Notice; (E) Approving Assignment and Assumption Procedures; (F) Approving 

the Form and Manner of Potential Assumption and Assignment Notice; (II)(A) Authorizing the 

Sale of the Assets Free and Clear; and (B) Approving the Assumption and Assignment of 

Designated Contracts; and (III) Granting Related Relief [Docket No. 137] (the “Bid Procedures 

Order”), authorizing and approving, among other things, the Debtors’ designation of JN Bidco 

LLC (the “Stalking Horse Purchaser” or the “Purchaser”) as the Stalking Horse Purchaser for the 

Bid Protections; (C) Establishing Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the Form and 

Manner of Sale Notice; (E) Approving Assignment and Assumption Procedures; (F) Approving the Form and Manner 

of Potential Assumption and Assignment Notice; (II)(A) Authorizing the Sale of the Assets Free and Clear; and (B) 

Approving the Assumption and Assignment of Designated Contracts; and (III) Granting Related Relief (the “Motion”) 

or the Stalking Horse APA (defined herein).

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Assets and certain Bid Protections; and the Notice of Selection of Winning Bid [Docket No. [●]] 

(the “Notice of Winning Bid”), filed pursuant to the Bid Procedures Order, announcing the 

Purchaser as the highest or otherwise best bidder for the Assets pursuant to the Stalking Horse 

APA following the Auction and the Purchaser having submitted the highest or otherwise best offer 

for assets to be sold to the Purchaser as identified in the Stalking Horse APA (the “Transferred 

Assets”), as reflected in the Stalking Horse APA, annexed hereto as Exhibit 1, and as from time 

to time amended in accordance with this Order or further order of this Court, including by the First 

Amendment to Stalking Horse APA (defined below), pursuant to which the Debtors have agreed, 

among other things, to sell the Transferred Assets to the Purchaser, including the Designated 

Contracts that will be assumed and assigned to the Purchaser on the terms and conditions set forth 

in the Stalking Horse APA (collectively, the “Sale Transaction”); and the Debtors having filed the 

Notice of Cure Amounts and Potential Assumption and Assignment of Executory Contracts and 

Unexpired Leases in Connection with the Sale Transaction [Docket No. 104] (the “Cure Notice”) 

and served the Notice of Assumption and Assignment of Designated Contracts (the “Assignment 

Notice”) in accordance with the Bid Procedures Order; and this Court having conducted the Sale 

Hearing to consider approval of the Sale Transaction, at which time all interested parties were 

offered an opportunity to be heard with respect to the Sale Transaction; and this Court having 

reviewed and considered (i) the Motion and the exhibits thereto, (ii) the First Day Declaration 

[Docket No. 15], (iii) and the Contractor Declaration [Docket No. 18, Ex. B], and the arguments 

and representations of counsel made, and the evidence proffered or adduced at the Sale Hearing; 

and it appearing that due and proper notice of the Motion, the Stalking Horse APA, the First 

Amendment to the Stalking Horse APA, the Cure Notice, the Assignment Notice, the Bid 

Procedures Order, and this Sale Order having been provided in accordance with the Bid Procedures 

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Order; and all objections, if any, to approval of the Sale Transaction having been withdrawn, 

resolved (including by separate agreement between the objecting party and the Debtors), 

adjourned, or overruled as provided in this Sale Order; and it appearing entry of this Sale Order and 

consummation of the Sale Transaction are in the best interests of the Debtors, their estates and

creditors, and all parties in interest in these chapter 11 cases; and upon the record of the Sale 

Hearing and these chapter 11 cases; and after due deliberation thereon; and sufficient cause

appearing therefor,

IT IS HEREBY FOUND AND DETERMINED THAT:

A. Fed. R. Bankr. P. 7052. The findings and conclusions set forth herein constitute 

this Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made 

applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the 

following findings of fact constitute conclusions of law, they are adopted as such. To the extent 

any of the following conclusions of law constitute findings of fact, they are adopted as such. This 

Court’s findings shall also include any oral findings of fact and conclusions of law made by this 

Court during or at the conclusion of the Sale Hearing. To the extent of any conflict, the oral rulings 

control. 

B. Jurisdiction and Venue. This Court has jurisdiction over the Motion and the 

Sale Transaction described therein, and in the Stalking Horse APA, including, without limitation, 

the sale of the Transferred Assets, pursuant to 28 U.S.C. §§ 157 and 1334. This is a core 

proceeding under 28 U.S.C. § 157(b). Venue of these cases and the Motion in the Northern District 

of Texas and in this Court is proper under 28 U.S.C. §§ 1408 and 1409. 

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C. Statutory Predicates. The statutory authorization for the relief granted herein is 

found in sections 105(a), 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 

and 9014 and the Complex Case Procedures. 

D. This Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). 

Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under 

Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable 

by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the 

implementation of this Sale Order, waives any stay, and expressly directs entry of judgment as set 

forth herein. 

E. Incorporation By Reference. Findings of fact and conclusions of law in the Bid 

Procedures Order are incorporated herein by reference.

F. Marketing Process & Auction Cancellations. The Debtors and their 

professionals adequately marketed the Transferred Assets to all Potential Bidders in accordance 

with the Bid Procedures Order. The sale process set forth in the Bid Procedures Order afforded 

all Potential Bidders a full, fair, and reasonable opportunity to submit a higher or otherwise better 

offer to purchase the Transferred Assets and participate in the sale process. No other person, or 

group of persons, has offered to purchase the Transferred Assets for an amount that would give 

equal or greater value to the Debtors than the value provided by the Stalking Horse Purchaser 

pursuant to the Stalking Horse APA. Pursuant to Article XII of the Bid Procedures, the Debtors 

cancelled the Auction [Docket No. 183]. Under the circumstances, the marketing process was 

robust and sufficiently tested the market to determine the highest and best offer for the Transferred 

Assets.

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G. Sale Hearing. This Court conducted the Sale Hearing on [February 1, 2024], at 

which time this Court considered the Motion, the evidence and testimony presented, and the 

statements and argument of counsel, as applicable, in support of the Motion, the Stalking Horse 

APA, and the Sale Transaction. Except as otherwise expressly provided in this Sale Order, all 

objections to the Sale Transaction and the relief requested in the Motion, whether timely or 

untimely and whether written or made orally at the Sale Hearing, if any, were heard and considered 

by this Court. All such objections, if any, were either overruled by this Court, are resolved by the 

terms hereof or by separate agreement between the objecting party and the Debtors, or were

adjourned or withdrawn as a result of an agreement between the objecting party and the Debtors. 

H. Sound Business Purpose. The Debtors have demonstrated good, sufficient, and 

sound business purposes and justifications for consummation of the Sale Transaction pursuant to 

the Stalking Horse APA and all other agreements, instruments, certificates, and other documents 

to be entered into or delivered by any party in connection with the Sale Transaction, including, 

without limitation, any assumption and assignment agreements entered into in connection 

therewith (collectively, the “Transaction Documents”), outside of the ordinary course of business 

and in accordance with the requirements of section 363(b) of the Bankruptcy Code. 

Consummation of the Sale Transaction prior to and not as part of a chapter 11 plan is (i) justified 

under the circumstances, (ii) an appropriate exercise of the Debtors’ business judgment, and (iii) in 

the best interests of the Debtors, their estates, and their creditors. 

I. The Debtors’ decision to enter into the Stalking Horse APA with the Stalking Horse 

Purchaser, subject to higher and better offers, was a due and proper exercise of the Debtors’ 

business judgment and was authorized pursuant to the Bid Procedures Order. The Bid Protections 

contained in the Stalking Horse APA (i) were necessary to preserve the value of the Debtors’ 

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estates by inducing the Stalking Horse Purchaser to enter into the Stalking Horse APA and (ii) are 

in compliance with the Bid Procedures and authorized by the Bid Procedures Order.

J. Following a robust marketing process consistent with the Bid Procedures Order, 

the Stalking Horse APA constitutes the highest or otherwise best offer for the Transferred 

Assets. No other person, or group of persons, has offered to purchase the Transferred Assets for 

an amount that would give equal or greater value to the Debtors than the value provided by the 

Stalking Horse Purchaser pursuant to the Stalking Horse APA. The Sale Transaction is the best 

means available to the Debtors to maximize the return to their creditors and limit the losses to 

counterparties to the Designated Contracts. No alternative to the Sale Transaction exists that 

would provide a greater value to the Debtors, their creditors, or other parties in interest.

K. Approval of the Sale Transaction is necessary to maximize the value the Debtors’ 

estates will receive for the Transferred Assets. It is important to the Debtors’ customers and 

suppliers that the transition from the Debtors to the Purchaser occurs smoothly and without 

unnecessary delay, so that any customer and vendor issues may be minimized. It is also important 

that the Sale Transaction be consummated as expeditiously as possible to avoid any potential loss 

of customers and suppliers that may result from continued uncertainty about the future of the 

Transferred Assets.

L. Accordingly, the sale of the Transferred Assets pursuant to sections 105(a) and 363 

of the Bankruptcy Code upon the terms and conditions set forth in the Stalking Horse APA is the 

optimal means to create value for the benefit of the Debtors’ estates. The Sale Transaction 

maximizes the value of the Transferred Assets because the Transferred Assets are being sold as 

part of a going concern, thereby preserving the continuity and remaining goodwill value associated 

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8 

with the Transferred Assets. Unless the sale is concluded expeditiously, as provided for in the 

Motion and the Stalking Horse APA, creditor recoveries may be substantially diminished. 

M. Fair Purchase Price. The consideration provided by the Stalking Horse Purchaser 

pursuant to the Stalking Horse APA (i) is fair and adequate; (ii) constitutes reasonably equivalent 

value and fair consideration under the Bankruptcy Code and under the laws of the United States, 

any state, territory, possession, or the District of Columbia (including the Uniform Fraudulent

Transfer Act, the Uniform Fraudulent Conveyance Act, and similar laws); and (iii) will provide an 

equal or greater recovery for the Debtors’ creditors than would be provided by any other 

reasonably practicable available alternative. The terms of the Stalking Horse APA, the Transaction 

Documents, and the Sale Transaction are fair and reasonable under the circumstances of the 

Debtors’ chapter 11 cases, and the Debtors’ determination to proceed with such transaction 

constitutes a valid and sound exercise of the Debtors’ business judgment. 

N. Adequate and Reasonable Notice. As evidenced by the affidavits of service filed 

with this Court [Docket Nos. 34, 118-19, 136, and 152], and based upon the record of the Sale 

Hearing, and as previously determined by this Court in the Bid Procedures Order, (i) due, proper, 

timely, adequate, and sufficient notice of the Motion, the Auction, the Sale Hearing, the Stalking 

Horse APA, and the Sale Transaction has been provided to all parties in interest, (ii) such notice 

was and is good, sufficient, and appropriate under the circumstances, and reasonably calculated to 

reach and apprise all holders of Liens, claims, encumbrances, and other Interests (as defined 

herein), including, without limitation, rights or claims based on any successor, transferee, 

derivative, or vicarious liabilities, and was provided in accordance with the applicable 

requirements of the Bankruptcy Code, the Bankruptcy Rules, the Complex Case Procedures, and 

the procedural due process requirements of the United States Constitution, and (iii) no other or 

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further notice of the Motion, the Auction, the Sale Hearing, the Stalking Horse APA, the Sale 

Transaction, or of the entry of this Sale Order is necessary or shall be required. 

O. In accordance with the Bid Procedures Order, the Debtors filed with this Court and 

served the Cure Notice, containing (i) the list of all contracts to potentially be assigned in 

connection with the Sale Transaction, (ii) information necessary and appropriate to provide notice 

of the relevant proposed assumption and assignment of potentially assigned contracts that may be 

Designated Contracts and rights thereunder, (iii) Cure Amounts, where applicable, and (iv) the 

procedures for objecting thereto, on all counterparties to such potentially assigned contracts and 

any party that has requested notice pursuant to Bankruptcy Rule 2002 (“Rule 2002 Notice List”), 

and caused such notice to be published on the website of the Debtors’ noticing agent, Omni Agent 

Solutions. (“Omni”) [Docket No. 104]. The Cure Notice (a) included the Debtors’ good faith 

calculation of the Cure Amounts with respect to each potentially assigned contract; (b) stated that 

assumption or assignment of any potentially assigned contract is not guaranteed and is subject to 

this Court’s approval; (c) prominently displayed the deadline to file a Cure Objection; and 

(d) prominently displayed the dates, times, and location of the Sale Hearing. The service and 

provision of the Cure Notice was good, sufficient, and appropriate under the circumstances and no 

other or further notice need be given. 

P. In accordance with the Bid Procedures Order, the Debtors also served the 

Assignment Notices on the counterparties to the Designated Contracts, which contained (i) the list 

of Designated Contracts selected by the Purchaser, (ii) information necessary and appropriate to 

provide notice of the relevant proposed assumption and assignment of the Designated Contracts 

and rights thereunder, (iii) the Cure Amounts, and (iv) the procedures for objecting thereto, on all 

counterparties to the Designated Contracts and all parties on the Rule 2002 Notice List. The 

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service and provision of the Notice of Designated Contracts was good, sufficient, and appropriate 

under the circumstances and no other or further notice need be given in connection with the 

assumption and assignment of the Designated Contracts. 

Q. A reasonable opportunity to object and to be heard with respect to the sale of the 

Transferred Assets, the assumption and assignment of the Designated Contracts, and the 

determination of defaults and Cure Amounts related thereto, as well as the Stalking Horse APA 

and the entry of this Sale Order has been given to all interested Persons. 

R. Good Faith Purchaser. The Debtors, the Purchaser, and their respective 

principals, counsel, and advisors have negotiated, proposed, and entered into the Stalking Horse 

APA, the Transaction Documents, and each of the transactions contemplated therein in good faith, 

without collusion and from arm’s-length bargaining positions. The Purchaser is a “good faith 

purchaser” and is acting in good faith within the meaning of section 363(m) of the Bankruptcy 

Code in closing the Sale Transaction and, as such, is entitled to all the protections afforded 

thereby. The Purchaser has proceeded in good faith in all respects. The terms of the Sale 

Transaction, including the sale price in respect of the Transferred Assets, were not controlled by 

any agreement among Potential Bidders and neither the Debtors nor the Purchaser have engaged 

in collusion or any conduct that would cause or permit the Stalking Horse APA to be challenged, 

avoided or costs and damages to be imposed under section 363(n) of the Bankruptcy Code or any 

other law of the United States, any state, territory, possession thereof, or the District of Columbia, 

or any other applicable law. The Stalking Horse APA was not entered into for the purpose of 

hindering, delaying, or defrauding creditors under the Bankruptcy Code or under laws of the 

United States, any state, territory, or possession, or the District of Columbia, or any other 

applicable law. Neither the Debtors nor the Purchaser entered into the Stalking Horse APA or are 

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consummating the Sale Transaction with any fraudulent or otherwise improper purpose. The 

Purchaser is not an “insider” or “affiliate” of any of the Debtors, as those terms are defined in 

section 101 of the Bankruptcy Code, and no common identity of incorporators, directors, or 

controlling stockholders exists between the Purchaser and the Debtors. 

S. The Sale Transaction, which includes the sale of the Transferred Assets pursuant to 

the Stalking Horse APA and all covenants in and conditions thereto, is an integrated transaction, 

meaning that each component is an essential part of every other component and that the Sale 

Transaction can be consummated only if all of the components are consummated. Accordingly, 

each component of the Sale Transaction is subject to, and is protected by, the provisions of section 

363(m) of the Bankruptcy Code. 

T. Sale Free and Clear under Section 363(f). The Purchaser would not have entered 

into the Stalking Horse APA and would not consummate the Sale Transaction without entry of this 

Sale Order approving the Sale Transaction pursuant to section 363(f) of the Bankruptcy Code. 

Except as expressly provided otherwise in the Stalking Horse APA or this Sale Order, the Debtors 

have satisfied the standard set forth in section 363(f) of the Bankruptcy Code for selling the 

Transferred Assets free and clear of all of the following (collectively, “Interests”): Liens, claims 

(including, but not limited to, those that constitute a “claim” as defined in section 101(5) of the 

Bankruptcy Code), encumbrances, obligations, liabilities, pledges, charges, demands, guarantees, 

actions, suits, defenses, deposits, credits, allowances, options, rights, restrictions, limitations, 

contractual commitments, rights of first refusal, rights of setoff or recoupment, royalties, 

hypothecations, preferences, debts, easements, suits, licenses, rights of recovery, judgments, 

orders and decrees of any court or foreign domestic governmental entity, taxes (including foreign, 

state, and local taxes), covenants, indentures, instruments, leases (other than those leases to be 

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transferred pursuant to the Sale Transaction (the “Transferred Leases”)), claims for reimbursement 

or subrogation, contribution, indemnity or exoneration, encumbrances, or interests of any kind or 

nature whatsoever against the Debtors, or any of the Transferred Assets, including, without 

limitation, any debts arising under or out of, in connection with, or in any way relating to, any acts 

or omissions, obligations, demands, guaranties, rights, contractual commitments, restrictions, 

product liability claims, environmental liabilities, employment or labor law claims or liabilities, 

employee pension or benefit plan claims, multiemployer benefit plan claims, retiree healthcare or 

life insurance claims or claims for taxes of or against the Debtors or against any property of the 

Debtors, claims arising under state or federal antitrust laws, any indemnification claim or liabilities 

relating to any act or omission of the Debtors or any other person prior to the Closing Date or any 

Excluded Liabilities, any derivative, vicarious, transferee or successor liability claims, alter ego 

claims, de facto merger claims, rights or causes of action (whether known or unknown, legal or 

equitable, contingent, matured or unmatured, contingent or non-contingent, liquidated or 

unliquidated, choate or inchoate, filed or unfiled, scheduled or unscheduled, perfect or unperfected, 

allowed or disallowed, noticed or unnoticed, recorded or unrecorded, material or non-material, 

statutory or non-statutory, and asserted or unasserted, whether arising prior to or subsequent to the 

commencement of the Debtors’ chapter 11 cases (other than Permitted Liens and the Assumed 

Liabilities), whether imposed by agreement, understanding, law, equity or otherwise, including 

without limitation (i) those Interests that purport to give to any party a right or option to effect a 

setoff against or any forfeiture, modification, or termination of the Debtors’ interests in the 

Transferred Assets, or any similar rights, if any, (ii) those Interests arising under all mortgages, 

deeds of trust, security interests, conditional sale or other title retention agreements, pledges, 

hypothecations, liens, judgments, demands, encumbrances, rights of first refusal or charges of any 

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land or nature, if any, (iii) those Interests that are Excluded Liabilities as set forth in the Stalking 

Horse APA; (iv) those Interests held by the Prepetition Term Loan Lenders as provided in the 

order entered by the Court at Docket No. 149 (the “Final Cash Collateral Order”) and (v) those 

Interests arising under or out of, in connection with, or in any way related to the Debtors or any of 

the Debtors’ predecessors, Affiliates, or representatives, any of the Sellers’ interests in the 

Transferred Assets, or the operation of any of the Debtors’ businesses before the applicable 

Closing Date, including, without limitation, Interests based on successor liability, transferee 

liability, derivative liability, vicarious liability, de facto merger, continuation or continuity, or any 

similar theories under applicable state or federal law or otherwise. Each holder of an Interest in 

the Transferred Assets (a) has, subject to the terms and conditions of this Sale Order, consented or 

shall be deemed to have consented to the relief requested in the Motion and with respect to the 

Sale Transaction, (b) could be compelled in a legal or equitable proceeding to accept money 

satisfaction of such Interest, or (c) otherwise falls within the provisions of section 363(f) of the 

Bankruptcy Code. Those holders of Interests that did not object to, or withdrew their objections, 

if any, to, the relief requested in the Motion, the Stalking Horse APA, the Sale Transaction, or the 

Assignment Notices are deemed to have consented to the relief requested in the Motion, including, 

without limitation, the sale of the Transferred Assets and the assumption and assignment of the 

Designated Contracts to the Purchaser, pursuant to section 363(f)(2) of the Bankruptcy Code. 

Those holders of Interests that did object that have an Interest in the Transferred Assets could be 

compelled in a legal or equitable proceeding to accept money satisfaction of such Interest pursuant 

to section 363(f)(5) of the Bankruptcy Code or fall within one or more of the other subsections of 

363(f) of the Bankruptcy Code and, therefore, are adequately protected by having their Interests 

that constitute interests in the Transferred Assets, if any, attach solely to the proceeds of the Sale 

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Transaction ultimately attributable to the property in which they have an Interest, in the same order 

of priority and with the same validity, force, and effect that such holders had prior to the Sale 

Transaction, subject to any defenses of the Debtors. 

U. Except as expressly provided otherwise in the Stalking Horse APA or this Sale 

Order, neither the Purchaser nor any of the Purchasers’ Affiliates (including any subsidiary of the 

Purchasers, any person or entity that could be treated as a single employer with the Purchasers 

pursuant to Section 4001(b) the Employee Retirement Income Security Act of 1974, as amended 

(“ERISA”) or Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended 

(“IRC”), and any of their respective managed funds or accounts, any of their respective lenders or 

investors, and, in each case of the foregoing, each of their respective former, current, or future, 

shareholders, equity holders, owners, members, managers, employees, representatives, officers, 

limited or general partners, directors, agents, professionals, successors, affiliates, or permitted 

assignees, (collectively with the Purchaser, the “Purchaser Group”) shall be responsible for any 

Interests, including in respect of, based on, relating to, and/or arising under, without limitation, the 

following: (i) any labor, collective bargaining, or employment agreements; (ii) any mortgages, 

deeds of trust, or security interests; (iii) any intercompany loans and receivables between one or 

more of the Seller and any Debtor; (iv) any pension, multiemployer (as such term is defined in 

Section 3(37) or Section 4001(a)(3) of ERISA), health or welfare plan participation or benefit trust, 

compensation or other employee benefit plans, agreements, practices and programs (including any 

Employee Benefit Plan) of or related to any of the Debtors or any of the Debtors’ Affiliates or 

predecessors or any current or former employees of any of the foregoing, including, without 

limitation, any pension plan of any of the Debtors or any multiemployer plan to which the Debtors 

have at any time contributed to or had any liability or potential liability; (v) the Debtors’ business 

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operations or cessation thereof; (vi) any litigation involving one or more of the Debtors; (vii) any 

other employee, worker’s compensation, occupational disease or unemployment or temporary 

disability related claim, including, without limitation, claims that might otherwise arise under or 

pursuant to (a) ERISA, (b) the Fair Labor Standards Act, (c) Title VII of the Civil Rights Act of 

1964, (d) the Federal Rehabilitation Act of 1973, (e) the Multi-Employer Pension Plan 

Amendments Act of 1980, including all amendments thereto, (f) the Worker Adjustment and 

Retraining Notification Act of 1988 or any similar state or local law (“WARN”), (g) the Americans 

with Disabilities Act of 1990, (h) the Consolidated Omnibus Budget Reconciliation Act of 1985, 

as amended, including, without limitation, the requirements of Part 6 of Subtitle B of Title I of 

ERISA and Section 4980B of the IRC and of any similar state law (collectively, “COBRA”), (i) the 

National Labor Relations Act, (j) the Age Discrimination and Employment Act of 1967 and Age 

Discrimination in Employment Act, as amended, (k) state harassment, discrimination, or 

retaliation laws, (l) state unemployment compensation laws or any other similar state laws, or 

(m) any other state or federal benefits or claims relating to any employment with the Debtors or 

any of their predecessors, or relating to any wages, benefits, employment, or termination of 

employment with any or all Debtors or any of their predecessors; (viii) any liabilities arising under 

any Environmental Laws with respect to any assets owned or operated by any of the Debtors or 

any corporate predecessor of any of the Debtors at any time prior to the applicable Closing Date; 

(ix) any product liability law; (x) any antitrust laws; (xi) any bulk sales or similar law; (xii) any 

Employee Benefit Plan) of or related to any of the Debtors or any of the Debtors’ Affiliates or tax 

statutes or ordinances, including, without limitation, the IRC; and (xiii) any Excluded Liabilities. 

V. No Successor, Transferee, or Similar Liability. Except for the Assumed 

Liabilities, as expressly set forth in the Stalking Horse APA or this Sale Order, the Purchaser has 

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not expressly or impliedly assumed any obligation of the Debtors, or any other party, with respect 

to the Interests and the Excluded Liabilities, whether at law or in equity, whether by payment, 

setoff, recoupment, or otherwise, directly or indirectly, and whether from the Transferred Assets 

or otherwise, including, without limitation, based on successor, transferee, derivative, or vicarious 

liability.

W. The Sale Transaction described by the Stalking Horse APA and the Transaction 

Documents does not amount to a consolidation, merger, or de facto merger of the Purchaser and 

any of the Debtors and/or any of the Debtors’ estates. 

X. There is no continuity between the Purchaser and any of the Debtors. The 

Purchaser is not holding itself out to the public as a continuation of any of the Debtors or their 

respective estates, businesses, or operations. The Purchaser is not a mere continuation of any of 

the Debtors or their respective estates, businesses, or operations. There is no common identity 

between any of the Debtors and the Purchaser. The Purchaser does not constitute a successor to 

any of the Debtors or their estates. 

Y. The Purchaser and the Debtors are not entering into the Stalking Horse APA and 

Transaction Documents or consummating the Sale Transaction for the fraudulent purpose of 

escaping liability for the Debtors’ obligations or to defraud creditors in any way. 

Z. Sale Free and Clear and Continuation of Existing Approvals Required by the 

Purchaser. The Purchaser expressly negotiated for the protection of obtaining the Transferred 

Assets free and clear of all Interests, including, without limitation, any potential successor liability 

claims (other than Permitted Liens and the Assumed Liabilities). The total consideration to be 

provided under the Stalking Horse APA reflects the Purchaser’s reliance on this Sale Order to 

provide it, pursuant to sections 105(a) and 363 of the Bankruptcy Code, with title to and possession 

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of the Transferred Assets free and clear of all Interests of any kind or nature whatsoever (including, 

without limitation, any potential successor liability claims (other than Permitted Liens and the 

Assumed Liabilities)). The Purchaser would not have entered into the Stalking Horse APA and 

would not consummate the Sale Transaction, if the sale of the Transferred Assets to the Purchaser 

and the assumption and assignment of the Designated Contracts to the Purchaser by the Debtors,

were not free and clear of all Interests of any kind or nature whatsoever (other than the Permitted 

Liens and the Assumed Liabilities), as contemplated by this Sale Order, except as otherwise set 

forth herein, or if the Purchaser would, or in the future could, be liable for any of the Interests, 

including, without limitation, rights or claims based on any successor, transferee, derivative, or 

vicarious liabilities. The Purchaser would not have entered into the Stalking Horse APA and would 

not consummate the Sale Transaction if the Purchaser would not be authorized, as of the Closing 

Date, to operate under or renew any license, permit, registration, and governmental authorization 

or approval of the Debtors with respect to the Transferred Assets (subject, in each case, to the 

terms of the Stalking Horse APA); if such licenses, permits, registrations, and governmental 

authorizations or approvals would not be deemed to have been transferred to the Purchaser as of 

the Closing Date; or if existing licenses or permits applicable to the business would not remain 

active and in place for the Purchaser’s benefit until either new licenses and permits are obtained 

or existing licenses and permits are transferred.

AA. Assumption and Assignment of the Designated Contracts. The Assumption and 

Assignment Procedures approved pursuant to the Bid Procedures Order are integral to the Stalking 

Horse APA, do not constitute unfair discrimination, are in the best interests of the Debtors, their 

estates and creditors, and all other parties in interest, and are based on the reasonable exercise of 

sound business judgment by the Debtors. At the Closing and pursuant to Section 365 of the 

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Bankruptcy Code and this Sale Order, the Debtors shall assume and, subject to the terms in the 

Stalking Horse APA, assign to the Purchaser, and Purchaser shall take assignment from the 

Debtors of, the Designated Contracts.

BB. On or before the Closing Date, the Purchaser will pay all Cure Amounts with 

respect to the Designated Contracts proposed to be resolved after the Closing Date in accordance 

with Paragraph 19 below. Accordingly, the Debtors or the Purchaser, as applicable, will have, to 

the extent necessary, (i) cured any default existing prior to the Closing with respect to the 

Designated Contracts, and (ii) provided compensation, if any, to each counterparty to a Designated 

Contract for any actual pecuniary loss to such party resulting from a default prior to the Closing 

with respect to the Designated Contract with such counterparty, all within the meaning of sections 

365(b)(1)(A) and 365(f)(2)(A) of the Bankruptcy Code.

CC. Pursuant to section 365(f) of the Bankruptcy Code, each Designated Contract 

required to be assumed and assigned under the Stalking Horse APA shall be assigned and 

transferred to, and remain in full force and effect for the benefit of, the Purchaser, in accordance 

with their respective terms, notwithstanding any provision in such contract or other restrictions 

prohibiting its assignment or transfer. No section of any of the Designated Contracts that would 

directly or indirectly prohibit, restrict, or condition the assumption or assignment of any of the 

Designated Contracts or would permit termination or modification of such Designated Contracts, 

or rights and obligations thereunder, by a party other than the Debtors, on account of assignment 

of such shall have any force or effect in connection with the assets transferred pursuant to the Sale 

Transaction.

DD. The assumption and assignment of the Designated Contracts (i) is necessary to sell 

the Transferred Assets to the Purchaser, (ii) allows the Debtors to sell the Transferred Assets to 

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the Purchaser as a going concern, (iii) limits the losses suffered by counterparties to the Designated 

Contracts, and (iv) maximizes the recoveries to other creditors of the Debtors by limiting the 

amount of claims against the Debtors’ estates by avoiding the rejection of the Designated 

Contracts. For these reasons, the Debtors have exercised sound business judgment in assuming 

and assigning the Designated Contracts and such assumption and assignment is in the best interests 

of the Debtors’ estates.

EE. Adequate Assurance of Future Performance. Counterparties to the Designated 

Contracts were provided with the Assignment Notice and had the opportunity to request and 

review information with respect to the Purchaser’s adequate assurance of future performance (see

Docket No. [●]) and were required to file any objections to the Purchaser’s ability to provide 

adequate assurance of future performance as contemplated under sections 365(b)(l)(C), 365(b)(3) 

(to the extent applicable) and 365(f)(1) of the Bankruptcy Code (each an “Cure Objection”) on or 

prior to January 30, 2024 at 4:00 P.M. Central Time. Counterparties to Designated Contracts that 

failed to timely file a Cure Objection are hereby forever barred from objecting to the assumption 

and assignment of Designated Contracts on the grounds of a failure to provide adequate assurance 

of future performance. Based on evidence adduced at the Sale Hearing and based on the record in 

these chapter 11 cases, to the extent necessary, the Debtors have satisfied the requirements of 

section 365 of the Bankruptcy Code, including sections 365(b)(l)(A), 365(b)(l)(B), 365(b)(l)(C), 

365(b)(3) (to the extent applicable) and 365(f) of the Bankruptcy Code, in connection with the sale 

and assumption and assignment of the Designated Contracts to the extent provided under the 

Stalking Horse APA. Accordingly, subject to payment of the Cure Amounts, the Designated 

Contracts may be assumed by the Debtors and assigned to the Purchaser as provided under the 

Stalking Horse APA and this Sale Order. 

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FF. Sale Order Required by the Purchaser. Entry of this Sale Order approving the 

Stalking Horse APA is a requirement of the Stalking Horse APA and such requirement is a

reasonable and appropriate condition precedent to the Purchaser’s consummation of the Sale 

Transaction.

GG. Acquired Assets Property of the Estates. The Transferred Assets constitute 

property of the selling Debtors’ estates and title thereto is vested in the selling Debtors’ estates 

within the meaning of section 541(a) of the Bankruptcy Code. The selling Debtors have all title, 

interest, and/or rights in the Transferred Assets required to transfer and to convey the Transferred 

Assets to the Purchaser, as required by the Stalking Horse APA. 

HH. Corporate Authority. Subject to the entry of this Sale Order, (i) the Debtors have 

full corporate power and authority to perform all of their obligations under the Stalking Horse 

APA and the Transaction Documents, and the Debtors’ prior execution and delivery of, and 

performance of obligations under, the Stalking Horse APA and the Transaction Documents is 

hereby ratified, (ii) the Debtors have all of the corporate power and authority necessary to 

consummate the Sale Transaction, (iii) the Debtors have taken all corporate actions necessary to 

authorize, approve, execute, and deliver the Stalking Horse APA and the Transaction Documents 

and to consummate the Sale Transaction, except for the closing conditions expressly provided in 

the Stalking Horse APA and the Transaction Documents, and (iv) no consents or approvals are 

required to consummate the Sale Transaction or otherwise perform the obligations under the 

Stalking Horse APA or the Transaction Documents, except for the closing conditions expressly 

provided therein. 

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II. Sale in Best Interests. The relief requested in the Motion and set forth in this 

Sale Order is in the best interests of the Debtors, their respective creditors, estates, and all other 

parties in interest in the Debtors’ chapter 11 cases.

JJ. Prompt Consummation. To maximize the value of the Transferred Assets, it is 

essential that the Sale Transaction occur within the timeframe set forth in the Stalking Horse APA 

and Bid Procedures. Time is of the essence in consummating the Sale Transaction. Accordingly, 

there is cause to lift the stays established by Bankruptcy Rules 6004 and 6006 with regards to the 

Sale Transaction and the assignment of the Designated Contracts. 

NOW, THEREFORE, IT IS ORDERED THAT:

1. Motion Is Granted. The Motion and the relief requested therein, and entry into 

and performance under the Stalking Horse APA, is GRANTED and APPROVED, as set forth 

herein.

2. Objections Overruled. Except as stated otherwise herein, all objections to, or 

reservation of rights regarding, the relief requested in the Motion, the entry of this Sale Order, or 

the relief granted herein, including, without limitation, any objections to Cure Amounts or relating 

to the cure of any defaults under any of the Designated Contracts or to the assumption and 

assignment of any of the Designated Contracts to the Purchaser by the Debtors, that have not been 

withdrawn, waived, settled, or adjourned as provided in Paragraph 19 below or otherwise, or that 

have not otherwise been resolved pursuant to the terms hereof are hereby denied and overruled on 

the merits with prejudice. All Persons that failed to timely object, or withdrew their objections, to 

the Motion or the entry of this Sale Order are deemed to consent to the relief granted herein for all 

purposes, including, without limitation, pursuant to section 363(f)(2) of the Bankruptcy Code. No 

appeal, motion to reconsider, or similar pleading has been filed with respect to the Bid Procedures 

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Order, and the Bid Procedures Order is a final order of this Court, has not been vacated, withdrawn, 

rescinded, or amended and remains in full force and effect. 

3. Notice. Notice of the Motion and Sale Hearing was adequate, appropriate, fair, and 

equitable under the circumstances and complied in all respects with section 102(1) of the 

Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006, the Bankruptcy Local Rules and 

the Bid Procedures Order, and as such no further or other notice is required. 

4. Approval and Authorization. The sale of the Transferred Assets to the Purchaser 

on the terms and conditions contained in the Stalking Horse APA and the Transaction Documents, 

including, without limitation, the Closing of the Sale Transaction as required by the Stalking Horse 

APA, is hereby approved in all respects pursuant to sections 105(a), 363(b) and (f), and 365 of the 

Bankruptcy Code and Bankruptcy Rule 6004. Pursuant to sections 105, 363, and 365 of the 

Bankruptcy Code, the Debtors are authorized to perform all obligations under and make all 

payments required by the Stalking Horse APA and the Transaction Documents as and when due 

thereunder without further order of this Court. The Debtors, the Purchaser, and each of their 

respective officers, employees, and agents are hereby authorized to (i) execute the Stalking Horse 

APA and the Transaction Documents, including that certain Amendment No. 1 to Asset Purchase 

Agreement filed as Exhibit 1 to that certain Notice of Proposed Amendment to Stalking Horse 

Asset Purchase Agreement and Proposed Form of Sale Order [Docket No. [●]] and attached hereto 

as Exhibit 2 (the “First Amendment to Stalking Horse APA”), and any prior execution of such 

agreements, documents, and instruments, including the Transaction Documents, is hereby ratified, 

(ii) perform all obligations under the Stalking Horse APA and the Transaction Documents, to 

consummate each of the foregoing, including, without limitation, deeds, assignments, and other 

instruments of transfer, and to consummate the Sale Transaction, and any prior performance of 

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such obligations or any prior consummation of such Sale Transaction is hereby ratified, (iii) 

assume and assign the Designated Contracts to the Purchaser, and (iv) take all other and further 

actions as may be reasonably necessary to consummate and implement the Sale Transaction and 

to perform all obligations under the Stalking Horse APA and the Transaction Documents and the 

consummation thereof, without any further corporate action or order of this Court. The Purchaser 

shall not be obligated to proceed with the Closing under the Stalking Horse APA until all 

conditions precedent to its obligation to do so thereunder have been satisfied or waived. 

5. No Sub Rosa Plan. The sale of the Transferred Assets, including, without 

limitation, the assignment of the Designated Contracts, pursuant to the Stalking Horse APA outside 

a chapter 11 plan neither impermissibly restructures the rights of the Debtors’ creditors nor 

impermissibly dictates the terms of the Debtors’ subsequent chapter 11 plan. Neither the Stalking 

Horse APA nor the Sale Transaction constitutes a sub rosa chapter 11 plan. 

6. Valid Transfer. As of the Closing, the consummation of the Sale Transaction shall 

effect a legal, valid, and enforceable sale and transfer of the Transferred Assets to the Purchaser, 

and shall vest the Purchaser with all legal, equitable, and beneficial right, title, and interest in and 

to the Transferred Assets free and clear of all Interests of any kind or nature whatsoever. The 

Stalking Horse APA and the Transaction Documents are valid and binding contracts between the 

Debtors and the Purchaser and shall be enforceable pursuant to their terms. The Stalking Horse 

APA, the Transaction Documents, the Sale Transaction itself, and the consummation thereof shall 

be specifically enforceable against and binding upon (without posting any bond) the Debtors and 

their respective Affiliates and subsidiaries and such parties’ successors and assigns, the Debtors’ 

estates, all creditors thereof (whether known or unknown), all holders of equity interests in any 

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Debtor parties to the Designated Contracts, the Purchaser and its respective successors and assigns, 

any chapter 11 trustee appointed in these chapter 11 cases or any chapter 7 trustee appointed upon 

a conversion of these chapter 11 cases to cases under chapter 7 of the Bankruptcy Code, and shall 

not be subject to rejection or avoidance by the foregoing parties or any other Person. 

7. Free and Clear. Except as expressly provided for in the Stalking Horse APA or 

this Sale Order, pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the 

Bankruptcy Code, the Debtors are authorized and directed to transfer the Transferred Assets to the 

Purchaser and, upon the Closing, other than the Purchaser’s assumption of the Assumed Liabilities 

and the Purchaser’s obligations under the Stalking Horse APA and the Designated Contracts, the 

Purchaser shall have and take title to and possession of the Transferred Assets free and clear of 

and shall have no obligation with respect to all Interests (other than Permitted Liens and the 

Assumed Liabilities) of any kind or nature whatsoever, including, without limitation, rights or 

claims based on any successor, transferee, derivative, or vicarious liabilities; de facto merger, 

continuation or continuity, or any similar theories under applicable state or federal law or 

otherwise. All holders of Interests fall within one or more of the subsections of section 363(f) of 

the Bankruptcy Code and are adequately protected by having their Interests attach to the net 

proceeds ultimately received by the Debtors and attributable to the Transferred Assets against or 

in which such Interests are asserted, subject to the terms of such Interests, with the same validity, 

force, and effect, and in the same order of priority that such Interests now have against the 

Transferred Assets or their proceeds as of Closing, subject to any rights, claims, and defenses the 

Debtors or their estates, as applicable, may possess with respect thereto, in addition to any 

limitations on the use of such proceeds pursuant to any provision of this Sale Order; provided, 

however, that setoff rights will be extinguished to the extent there is no longer mutuality of the 

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parties after consummation of the Sale Transaction. This Sale Order: (a) is and shall be effective 

as a determination that other than Assumed Liabilities or as otherwise provided herein, upon the 

applicable Closing in accordance with the Stalking Horse APA, all claims of any kind or nature 

whatsoever existing as to acquired assets, and any tax liability, prior to the applicable Closing have 

been unconditionally released, discharged, and terminated, and that the conveyances described 

herein have been effected, with such Interests and liens attaching in order of priority to the 

proceeds of the Sale Transaction, and (b) is and shall be binding upon and shall authorize all 

entities, including without limitation all filing agents, filing officers, title agents, title companies, 

recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies or unites, 

governmental departments or units, secretaries of state, federal, state and local officials and all 

other persons and entities who may be required by operation of law, the duties of their office, or 

contract, to accept, file, register, or otherwise record or release any documents or instruments, or 

who may be required to report or insure any title or state of title in or to the Transferred Assets 

conveyed to the Purchaser. All recorded Interests against the Transferred Assets from their 

records, official and otherwise, shall be deemed stricken upon the Closing in accordance with the 

Stalking Horse APA and the terms of this Sale Order. The conditions of section 363(f) of the 

Bankruptcy Code have been satisfied in full; therefore, the Debtor may sell the assets free and 

clear of any liens, claims, and/or interests (other than Permitted Liens and the Assumed Liabilities). 

8. Those holders of Interests or claims who did not object (or who ultimately withdrew 

their objections, if any) to the Sale Transaction are deemed to have consented pursuant to section 

363(f)(2) of the Bankruptcy Code. Those holders of Interests or claims who did object that have

an interest in the Transferred Assets fall within one or more of sections 363(f)(1), 363(f)(3), 

363(f)(4), or 363(f)(5) of the Bankruptcy Code and are therefore adequately protected by having 

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their Interests or claims that constitute interests in the Transferred Assets, if any, attach solely to 

the proceeds of the Sale Transaction ultimately attributable to the property in which they have an 

interest, in the same order of priority and with the same validity, force, and effect that such holders 

had prior to the Sale Transaction, subject to any defenses of the Debtors.

9. Release of Interests. Any and all Persons that have filed a financing statement, 

mortgage, mechanic’s lien, lis pendens, or other document or agreement evidencing an Interest 

against or in the Transferred Assets shall deliver to the Debtors prior to the Closing, in proper form 

for filing and executed by the appropriate parties, termination statements, instruments of 

satisfaction, releases, and/or any other similar documents necessary for the purpose of 

documenting all Interests that such Person has against or in the Transferred Assets. For any Person 

who has not delivered such termination statements to the Debtors prior to the Closing, then with 

respect to the holders of the Prepetition Liens, so long as the proceeds of the Sale Transaction shall 

have attached to the Prepetition Liens in the same order of priority as among such Prepetition Liens 

that existed prior to the Sale Transaction and with such Prepetition Liens retaining the same 

validity, force, and effect such Prepetition Liens had prior to the Sale Transaction, (i) the Debtors 

and/or the Purchaser are hereby authorized to execute and file such statements, instruments, 

releases, and/or other similar documents on behalf of such Person with respect to the Transferred 

Assets, (ii) the Purchaser is hereby authorized to file, register, or otherwise record a certified copy 

of this Sale Order that, once filed, registered, or otherwise recorded, shall constitute conclusive 

evidence of the release of all Interests of any kind or nature against or in the Transferred Assets, 

and (iii) the Purchaser may seek in this Court, or any other court of appropriate jurisdiction, to 

compel the appropriate parties to execute termination statements, instruments of satisfaction, 

releases, and/or other similar documents with respect to all Interests that such Person has against 

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or in the Transferred Assets. This Sale Order is deemed to be in recordable form sufficient to be 

placed in the filing or recording system of each and every federal, state, or local government 

agency, department, or office. Notwithstanding the foregoing, the provisions of this Sale Order 

authorizing the sale and assignment of the Transferred Assets free and clear of Interests shall be 

self-executing, and neither the Debtors nor the Purchaser shall be required to execute or file 

releases, termination statements, assignments, consents, or other instruments in order to effectuate, 

consummate, and implement the provisions of this Sale Order. 

10. Surrender of Acquired Assets. All Persons that are presently or on the Closing 

Date may be in possession of some or all of the Transferred Assets are directed to surrender 

possession of such acquired assets to the Purchaser as of the Closing Date. 

11. Continuation of Existing Approvals. The Purchaser shall be authorized, as of the 

Closing Date, to operate under any license, permit, registration, and governmental authorization 

or approval of the Debtors with respect to the Transferred Assets (subject, in each case, to the 

terms of the Stalking Horse APA), and all such licenses, permits, registrations, and governmental 

authorizations or any other approvals are deemed to have been, and hereby are, directed to be 

transferred to the Purchaser as of the Closing Date. All existing licenses or permits applicable to 

the business shall remain active, in place, and, as applicable, shall be renewed for the Purchaser’s 

benefit until either new licenses and permits are obtained or existing licenses and permits are 

transferred in accordance with applicable administrative procedures. To the maximum extent 

permitted by section 525(a) of the Bankruptcy Code, no governmental unit (as defined in 

Bankruptcy Code § 101(27)) or any representative thereof may revoke or suspend, or in any way 

challenge or fail to consent to any renewal of any permit or license relating to the operation of the 

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Transferred Assets because of the filing or pendency of the Debtors’ chapter 11 cases or the 

consummation of the Sale Transaction. 

12. Injunction. All Persons are hereby prohibited and enjoined from taking any action 

that would adversely affect or interfere with, or that would be inconsistent with, the ability of the 

Debtors to sell and transfer the Transferred Assets to the Purchaser in accordance with the terms 

of the Stalking Horse APA, the Transaction Documents, or this Sale Order. Except as expressly 

permitted by the Stalking Horse APA with respect to Permitted Liens and Assumed Liabilities or 

this Sale Order, all Persons (and their respective successors and assigns), including, without 

limitation, all holders of claims or Interests, lenders, debt security holders, governmental, tax and 

regulatory authorities, parties to executory contracts and unexpired leases, creditors, contract 

counterparties, customers, landlords, licensors, employees and former employees, litigation 

claimants, pension plans, labor unions, trade creditors, and other Persons holding Interests of any 

kind or nature whatsoever against or in the Debtors or the Transferred Assets (whether known or 

unknown, legal or equitable, matured or unmatured, contingent or non-contingent, liquidated or 

unliquidated, asserted or unasserted, whether arising prior to or subsequent to the commencement 

of the Debtors’ chapter 11 cases, whether imposed by agreement, understanding, law, equity, or 

otherwise), arising under or out of, in connection with, or in any way relating to, the Debtors, the 

operation of the Debtors’ businesses prior to the Closing, the Transferred Assets, or the transfer of 

the Transferred Assets to the Purchaser (including, without limitation, any rights or claims based 

on any successor, transferee, derivative, or vicarious liabilities), shall be and hereby are forever 

barred, estopped, and permanently enjoined from asserting, prosecuting, or otherwise pursuing any 

Interests against the Purchaser, any of its Affiliates, officers, directors, members, partners, 

principals, or shareholders, any of their respective representatives, successors, designees, or 

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assigns, the property of the foregoing, and the Transferred Assets transferred to the Purchaser or 

interests of the Debtors in such acquired assets (other than Permitted Liens and the Assumed 

Liabilities). Following the Closing, no holder of an Interest against the Debtors shall interfere with 

the Purchaser’s title to or use and enjoyment of the Debtors’ former interests in the Transferred 

Assets, including, without limitation, taking any of the following actions with respect to or based 

on any Interest relating to the Transferred Assets or the transfer of the Transferred Assets to the 

Purchaser (other than Assumed Liabilities): (a) commencing or continuing in any manner any 

action or other proceeding against the Purchaser or its successors or assigns, assets or properties; 

(b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or 

order against the Purchaser or its successor, or assigns, assets, or properties; (c) creating, 

perfecting, or enforcing any Interest against the Purchaser, its successors or assigns, assets 

(including the Transferred Assets), or properties; (d) asserting any Interest as a setoff, right of 

subrogation, or recoupment of any kind against any obligation due Purchaser or its successors or 

assigns: (e) commencing or continuing any action in any manner or place that does not comply or 

is inconsistent with the provisions of this Sale Order or the agreements or actions contemplated or 

taken in respect thereof; (f) interfering with, preventing, restricting, prohibiting, or otherwise 

enjoining the consummation of the Sale Transactions; or (g) enforcing any provision of any 

Designated Contract that prohibits, restricts or conditions, or which purports to terminate or 

modify, or permits a party other than the Debtors to terminate or modify, any such Designated 

Contract, or any right or obligation under such Designated Contract, because of the assumption 

and assignment of such Designated Contract by the Seller to the Purchaser. For the avoidance of 

doubt, and without limiting the generality of the foregoing or the operability of any other relief 

obtained pursuant to this Sale Order, any provision in a Designated Contract, any other document, 

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or any applicable law that prohibits, restricts, or otherwise impairs assignment of the Designated 

Contracts or the Purchaser’s ability to utilize the Transferred Assets in Purchaser’s business is 

hereby void and of no force and effect with respect to the Sale Transaction, including without 

limitation any provision that (a) terminates or modifies any right or obligation of the Purchaser 

under such Designated Contract; (b) cross-defaults to or from any other lease or executory contract 

that is not a Designated Contract; (c) contains operating covenants or “go-dark” provisions that 

would purport to terminate or modify any Designated Contract before assumption and assignment 

to the Purchaser; (d) requires a third party’s consent prior to assignment of the Designated Contract 

to the Purchaser; or (e) restricts the Purchaser’s use or assignment of any licenses or similar permits 

if transferred. Notwithstanding the foregoing or any other provision of this Sale Order or the 

Stalking Horse APA to the contrary, solely with respect to post-Closing claims (and for the 

avoidance of doubt, other than with respect to pre-Closing claims or defaults or defaults and/or 

any claims that arise as a result of the Sale Transaction), the transfer of the Transferred Leases and 

related acquired assets to the Purchaser shall not impair in any respect, the rights of any 

counterparties to the Transferred Leases, if any, to assert any setoff or recoupment rights or other 

affirmative defenses under applicable law, including, but not limited to, the right, if any, of such 

counterparties to the Transferred Leases to setoff or recoup a security deposit held pursuant to the 

terms of the Transferred Leases and subject to the Purchaser’s and any of their affiliates’ and 

successors’, as applicable, right to contest any such right(s) of setoff or recoupment; provided, 

further, that any setoff or recoupment or affirmative defenses with respect to pre-Closing claims 

or cure defaults or defaults and/or any claims that arise as a result of the Sale Transaction shall 

only be asserted against the Debtors, subject to the Debtors’ right to contest any such right(s) of 

setoff or recoupment or affirmative defenses.

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13. General Assignment. As of the Closing, this Sale Order shall be construed and 

shall constitute for any and all purposes a full and complete general assignment, conveyance, and 

transfer of the Transferred Assets and/or a bill of sale or assignment transferring indefeasible title 

and interest in the Transferred Assets, including the Designated Contracts, to the Purchaser. Each 

and every federal, state, and local governmental agency or department is hereby authorized and 

directed to accept any and all documents and instruments necessary and appropriate to 

consummate the Sale Transaction and to reflect the effectiveness of the Sale Transaction.

14. No Successor, Transferee, or Similar Liability. The Purchaser, its Affiliates, and 

any of their respective officers, directors, members, partners, principals, employees, independent 

contractors, and shareholders (or equivalent) and any of their respective representatives, agents, 

predecessors, successors, or assigns shall not be and shall not be deemed, as a result of the 

consummation of the Sale Transaction or otherwise, (i) to be a successor of, successor employer 

of, successor entity of, to have successorship obligations relating to, or to otherwise be deemed a 

successor, to the Debtors or the Debtors’ estates, including with respect to any labor, employment, 

employee, personnel, or worker related matter, law, or agreement, including any collective 

bargaining agreement, works council agreement, union agreement, area labor agreement, 

multiemployer agreement, project labor agreement, construction agreement, contractor agreement, 

building agreement, regional agreement, work standards agreement, or other labor Contract 

(collectively, a “Collective Bargaining Agreement”), any employee benefit plans, any defined 

benefit pension plan, or any multiemployer plans, and the Purchaser and/or its Affiliates, as 

applicable, shall instead be, and be deemed to be, a new employer, including with respect to, 

among other things, any and all federal or state unemployment laws, including the Fair Labor 

Standards Act, any employee wage and hour law, privacy law, worker classification law, minimum 

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wage law, overtime law, compensation or benefit law, meal or rest break law, time keeping law, 

employee record or documentation law, workers compensation law, unemployment compensation 

or tax law, or any other similar federal or state law (provided that the Purchaser shall pay 

employee-related liabilities solely to the extent expressly included in the Assumed Liabilities); 

(ii) to have any common law successorship liability in relation to any Collective Bargaining 

Agreement, union, multiemployer organization, employee benefit plan, or multiemployer plan, 

including with respect to withdrawal liability or contribution obligations; (iii) to have, de facto or 

otherwise, merged or consolidated with or into any of the Debtors or any of the Debtors’ estates, 

(iv) to be the successor of or a successor employer (as defined under COBRA and applicable 

regulations thereunder, common law, or otherwise) to the Debtors; (v) to have a common identity 

with the Debtors; (vi) to be an alter ego, joint employer, single employer, a continuation or 

substantial continuation, or to be holding itself out as a mere continuation, of any of the Debtors 

or their respective estates, or any enterprise of any of the Debtors, (vii) to be liable for any acts or 

omissions of the Seller or Debtors in connection with any Collective Bargaining Agreement, 

personnel, worker, employee, independent contractor, the conduct of the business, or the operation, 

funding, or administration of the employee benefit plans or multiemployer plans or arising under 

or related to the Transferred Assets other than as expressly set forth in the Stalking Horse APA; 

(viii) to have any successor liability, transferee liability, derivative liability, vicarious liability, or 

any similar theories of any kind or character including, without limitation, under any theory of 

foreign, federal, state, or local antitrust, environmental, successor, tax, ERISA, assignee or 

transferee liability, labor, product liability, employment, de facto merger, substantial continuity, 

or other law, rule, regulation, or doctrine, whether known or unknown as of the Closing Date, 

whether now existing or hereafter arising, whether asserted or unasserted, fixed or contingent, 

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liquidated or unliquidated; (ix) except as expressly set forth in the Stalking Horse APA, to have 

any successor liability, transferee liability, derivative, liability, vicarious liability, or any similar 

theories of any kind or character including under any pending, threatened, or potential claim, 

litigation, arbitration, settlement, investigation, fact circumstance, or event disclosed in the 

Transaction Documents; in each case whether known or unknown as of the Closing Date, whether 

now existing or hereafter arising, whether asserted or unasserted, fixed or contingent, liquidated 

or unliquidated, except to the extent solely and expressly provided for in the Stalking Horse APA. 

The Purchaser shall not assume, or be deemed to assume, or in any way be responsible for any 

liability or obligation of any of the Debtors and/or their respective estates, or any of their 

predecessors or Affiliates. The so-called “bulk sales,” “bulk transfer,” or other similar laws shall 

be waived in all necessary jurisdictions, including those relating to Taxes. Except as expressly set 

forth in the Stalking Horse APA with respect to Assumed Liabilities, the Purchaser, its Affiliates, 

officers, directors, members, partners, principals, and shareholders (or equivalent) and any of their 

respective representatives, successors, or assigns, or the Transferred Assets shall have no liability 

or responsibility whatsoever with respect to, or be required to satisfy in any manner, whether at 

law or in equity, whether by payment, setoff or otherwise, directly or indirectly (w) any Interest 

against the Debtors or against an insider of the Debtors, (x) any Interest or Excluded Liabilities, 

(y) the Debtors except as expressly set forth in the Stalking Horse APA and the Transaction 

Documents. Notwithstanding anything contained herein or the Stalking Horse APA to the contrary, 

the Purchaser shall be bound by and comply with all of the provisions of the Transferred Leases, 

except as otherwise provided in this Sale Order or applicable law. 

15. Good Faith of the Purchaser. The Sale Transaction specified in the Stalking 

Horse APA is undertaken by the Purchaser without collusion and in good faith, as that term is 

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defined in section 363(m) of the Bankruptcy Code and, accordingly, the reversal or modification 

on appeal of the authorization provided herein to consummate the sale shall not affect the validity 

of the Sale Transaction, including, without limitation, the assumption and assignment of the 

Designated Contracts, unless such authorization and consummation of the sale are duly and 

properly stayed pending such appeal. The Purchaser is a good faith purchaser within the meaning 

of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 

363(m) of the Bankruptcy Code. 

16. No Avoidance of Stalking Horse APA. Neither the Debtors nor the Purchaser 

have engaged in any conduct that would cause or permit the Stalking Horse APA to be avoided or 

costs and damages to be imposed under section 363(n) of the Bankruptcy Code. Accordingly, the 

Stalking Horse APA and the Sale Transaction shall not be avoidable under section 363(n) of the 

Bankruptcy Code, and no party shall be entitled to any damages or other recovery pursuant to 

section 363(n) of the Bankruptcy Code in respect of the Stalking Horse APA or the Sale 

Transaction. Specifically, the Purchaser has not acted in a collusive manner with any person or 

entity and the purchase price was not controlled by any agreement among bidders. 

17. Cure and Cure Dispute Resolution. All defaults or other obligations of the 

Debtors under the Designated Contracts arising prior to the Closing (without giving effect to any 

acceleration clauses or any default provisions of the kind specified in section 365(b)(2) of the 

Bankruptcy Code) as to which no objections were interposed and remain pending as of the date of 

this Order are deemed satisfied by the payment of the proposed amount necessary, if any, to cure 

all monetary defaults, if any, under such Designated Contract or Transferred Lease in those 

amounts set forth in the Assignment Notice, which was served in compliance with the Bid 

Procedures Order, and which were satisfied, or shall be satisfied as soon as practicable. For all 

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Designated Contracts and Transferred Leases for which an Assignment Notice was served, the 

Purchaser is authorized and directed to pay all Cure Amounts required to be paid by such parties 

upon the later of (a) the Closing, or (b) for any Designated Contract for which an objection has 

been filed to the assumption and assignment of such agreement or the Cure Amounts relating 

thereto and such objection remains pending as of the date of this Order (a “Cure Dispute”), within 

ten (10) business days of the resolution of such objection by settlement or order of this Court. Any 

non-Debtor counterparty to a Designated Contract that has not filed an objection on or before the 

deadline as set forth in the relevant Assignment Notice, or received an informal extension by the 

Debtors, shall be barred from objecting or asserting monetary or non-monetary defaults with 

respect to any such Designated Contract or Transferred Lease other than the applicable amount set 

forth in the Assignment Notice, and such Designated Contract shall be deemed assumed by the 

Debtors and assigned to the Purchaser on the Closing Date. To the extent that any Cure Dispute 

cannot be consensually resolved by the applicable parties, whether before or after the Closing Date, 

such Designated Contracts shall be assumed and assigned only upon satisfactory resolution of the 

Cure Dispute, to be determined in the Stalking Horse Purchaser’s reasonable discretion. To the 

extent a Cure Dispute exists, the Designated Contracts may be conditionally assumed and assigned, 

subject to the consent of the Purchaser, pending a resolution of the Cure Dispute by agreement of 

the parties or after notice and a hearing. If a Cure Dispute is not satisfactorily resolved, the 

Purchaser may determine that such Designated Contracts should not be included on their schedule 

of Designated Contracts and should be rejected and not assigned, in which case the Purchaser will 

not be responsible for any Cure Amounts to the contract counterparty. The Debtors may then seek 

to reject the applicable contract or lease pursuant to Section 365 of the Bankruptcy Code. 

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18. Determination of Cure Amounts. Unless a counterparty to any Designated 

Contract has filed a timely Cure Objection which remains subject to an unresolved Cure Dispute 

as of the entry of this Sale Order, the Cure Amounts set forth on the Assignment Notices shall 

constitute findings of this Court and shall be final and binding on the counterparties to the 

Designated Contracts and their successors and designees upon the Closing and shall not be subject 

to further dispute or audit based on performance prior to the time of assumption and assignment, 

irrespective of the terms and conditions of such Designated Contracts. Each counterparty to a 

Designated Contract (other than a counterparty who filed a timely Cure Objection) shall be forever 

barred, estopped, and permanently enjoined from (i) asserting against the Purchaser or its property 

(including, without limitation, the Transferred Assets), any default arising prior to or existing as 

of the Closing, or any counterclaim, defense, recoupment, setoff, or any other Interest asserted or 

assertable against the Debtors (except as otherwise provided herein), and (ii) imposing or charging 

against the Purchaser or its Affiliates, any accelerations, assignment fees, increases, or any other 

fees or charges as a result of the Debtors’ assumption and assignment to the Purchaser of the 

Designated Contracts in connection with the Sale Transaction approved by this Sale Order. To the 

extent a counterparty to any of the Designated Contracts received notice of the Debtors’ proposed 

Cure Amount and fails to file a Cure Objection by the applicable deadline, such party shall be 

deemed to have (a) consented to the assumption and assignment of the applicable Designated 

Contract and the payment of the Cure Amount provided in the Assignment Notices and (b) waived 

any right to assert or collect any other cure amount or enforce any default that may arise or have 

arisen prior to or as of the Closing. 

19. Payment of Cure Amounts. With respect to the Designated Contracts, to the 

extent there are any Cure Amounts unpaid as of the Closing Date, the Purchaser shall be obligated, 

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and is hereby directed, to pay or cause to be paid such Cure Amounts, unless a Cure Amount is 

subject to an unresolved Cure Dispute, in which case the Purchaser shall pay the Cure Amount in 

accordance with Paragraph 17 above, or unless the Debtors are otherwise required under applicable 

law to make such payments prior to the Closing, in which case the Debtors shall obtain both the 

Prepetition Term Loan Administrative Agent and the Purchaser’s written consent before making 

such payments and Purchaser shall reimburse the Debtors for such amounts paid by the Debtors, 

provided that the Purchaser shall receive a credit to the purchase price for any such Cure 

Amounts. The Purchaser’s promise to perform the obligations under the Designated Contracts 

arising after their assumption and assignment to the Purchaser shall constitute adequate assurance 

of future performance within the meaning of sections 365(b) and 365(f)(2) of the Bankruptcy 

Code. Subject in all respects to the Stalking Horse APA, commencing on the Closing Date, with 

respect to the Transferred Leases, the Purchaser in the ordinary course shall pay any unpaid 

monthly payments for the month in which the Closing occurs. On the Closing Date, subject in all 

respects to the terms of this Sale Order, the Purchaser shall be deemed to be substituted for the 

Seller (and/or any other Debtor, to the extent it holds any rights, title, or interests in any of the 

Designated Contracts) as a party to the applicable Designated Contracts.

20. Ipso Facto Clauses Ineffective. Upon the Debtors’ assumption and assignment of 

the Designated Contracts to the Purchaser pursuant to this Sale Order and the payment of the 

Cure Amounts in accordance with this Sale Order and the Stalking Horse APA, no default shall 

exist under any Designated Contract and no counterparty to any such Designated Contract shall be 

permitted to declare or enforce a default by the Debtors or the Purchaser thereunder or otherwise 

take action against the Purchaser as a result of any Debtor’s financial condition, change in control, 

bankruptcy, or failure to perform any of its obligations under the applicable Designated Contract. 

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For the avoidance of doubt, and without limiting the generality of the foregoing or the operability 

of any other relief obtained pursuant to this Sale Order, any provision in a Designated Contract 

that prohibits or conditions, whether directly or indirectly, the assignment of such Designated 

Contract (including, without limitation, the granting of an Interest therein) or allows the 

counterparty thereto to terminate, recapture, impose any penalty, condition on renewal or 

extension, or modify any term or condition upon such assignment shall be deemed an 

unenforceable anti-assignment provision that is void and of no force and effect with respect to the 

Sale Transaction as approved by this Sale Order. The failure of the Debtors or the Purchaser to 

enforce at any time one or more terms or conditions of any Designated Contract shall not be a 

waiver of such terms or conditions or of the Debtors’ or the Purchaser’s right, as applicable, to 

enforce every term and condition of such Designated Contract. 

21. Binding Effect. This Sale Order and the Stalking Horse APA shall be binding 

upon and shall govern the acts of all entities, including, without limitation, all filing agents, filing 

officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of 

deeds, administrative agencies, governmental departments, secretaries of state, federal, state and 

local officials, and all other Persons who may be required by operation of law, the duties of their 

office, or contract, to accept, file, register, or otherwise record or release any documents or 

instruments, or who may be required to report or insure any title or state of title in or to any of the 

Transferred Assets. The terms and provisions of the Stalking Horse APA, the Transaction 

Documents, the Bid Procedures Order, and this Sale Order shall be binding in all respects upon 

the Debtors and their respective Affiliates and subsidiaries and such parties’ successors and 

assigns, the Debtors’ estates, all creditors thereof (whether known or unknown), all holders of 

equity interests in any Debtor, holders of Interests in, against, or on all or any portion of the 

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Transferred Assets, all non-Debtor parties to the Designated Contracts, the Purchaser and its 

respective successors and assigns, and any and all third parties, notwithstanding any subsequent 

appointment of any trustee, examiners, “responsible persons” or other fiduciaries (collectively, the 

“Trustee”) of the Debtors under any chapter of the Bankruptcy Code, as to which Trustee such 

terms and provisions likewise shall be binding, and the Stalking Horse APA (including the 

Designated Contracts) shall not be subject to rejection or avoidance under any circumstances. 

22. Release, Discharge, and Termination of Interests. This Sale Order shall be 

effective as a determination that, on the Closing, all Interests of any kind or nature whatsoever 

existing prior to the Closing have been unconditionally released, discharged, and terminated as to 

the Transferred Assets (other than Permitted Liens and the Assumed Liabilities), and that the 

conveyances described herein have been effected.

23. No Material Modifications. The Stalking Horse APA and the Transaction 

Documents may be modified, amended, or supplemented by the Debtors and the Purchaser, in a 

writing signed by such parties, and in accordance with the terms thereof, without further order of 

this Court; provided, that (i) any such modification, amendment, or supplement does not have a 

material adverse effect on the Debtors’ estates or its creditors, and (ii) has been agreed to between 

the Debtors and the Purchaser (with such consent not to be unreasonably withheld) and approved 

by the Prepetition Term Loan Administrative Agent. Any material modification, amendment, or 

supplement to the Stalking Horse APA and the Transaction Documents adversely affecting the 

Debtors’ estates must be approved by order of this Court following a motion on notice to all 

interested parties.

24. Subsequent Orders and Plan Provisions. Nothing contained in any 

chapter 11 plan confirmed in the Debtors’ chapter 11 cases or any subsequent order of this Court, 

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including, without limitation, any order confirming any such chapter 11 plan, any order authorizing 

the sale of assets of the Debtors pursuant to any section of the Bankruptcy Code, and any order 

approving wind-down or dismissal of any Debtor’s chapter 11 case or any subsequent 

chapter 7 case shall change, supersede, abrogate, nullify, restrict, or conflict with the provisions of 

the Stalking Horse APA, the Transaction Documents, or this Sale Order, or in any way prevent or 

interfere with the consummation or performance of the Sale Transaction.

25. Failure to Specify Provisions. The failure to specify or include any particular 

provisions of the Stalking Horse APA or the Transaction Documents in this Sale Order shall not 

diminish or impair the effectiveness of such provisions, it being the intent of this Court that the 

Stalking Horse APA, the Transaction Documents, and the Sale Transaction be authorized and 

approved in their entirety. 

26. Automatic Stay. The automatic stay pursuant to section 362 of the 

Bankruptcy Code is hereby lifted solely to the extent necessary to (i) allow the Purchaser to deliver 

any notice provided for in the Stalking Horse APA and the Transaction Documents, and (ii) allow 

the Purchaser to take any and all actions permitted under the Stalking Horse APA and the 

Transaction Documents in accordance with the terms and conditions thereof. The automatic stay 

imposed by section 362 of the Bankruptcy Code shall be modified solely to the extent necessary 

to implement the preceding sentence, and this Court shall retain exclusive jurisdiction over any 

and all disputes with respect thereto.

27. Bankruptcy Rules Satisfied or Waived. The requirements set forth in 

Bankruptcy Rules 6004 and 6006 have been satisfied or are otherwise deemed to be waived. As 

provided by Bankruptcy Rule 9014, the terms of this Sale Order shall be effective and enforceable 

immediately upon entry, and shall not be subject to stay provisions contained in Bankruptcy Rules 

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6004(h) and 6004(d). Time is of the essence in closing the Sale Transaction and the Debtors and 

the Purchaser intend to close the sale as soon as possible. 

28. Conflicts Between Sale Order and Stalking Horse APA. To the extent anything 

contained in this Sale Order conflicts with a provision in the Stalking Horse APA or Transaction 

Documents, this Sale Order shall govern and control. Notwithstanding the foregoing, nothing in 

this Sale Order shall modify or waive any closing conditions or termination rights in the Stalking 

Horse APA, and all such conditions and rights shall remain in full force and effect in accordance 

with their terms.

29. Provisions Nonseverable and Mutually Dependent. The provisions of this Sale 

Order, the Stalking Horse APA, and the Transaction Documents are non-severable and mutually 

dependent. 

30. Retention of Jurisdiction. This Court shall retain exclusive jurisdiction to, among

other things, interpret, implement, and enforce the terms and provisions of the Stalking Horse 

APA, the Transaction Documents, the Bid Procedures Order, and this Sale Order, and each of the 

agreements executed in connection therewith to which the Debtors are a party or which has been 

assigned to the Purchaser by the Debtors, and to adjudicate, if necessary, any and all disputes 

concerning or relating in any way to the Sale Transaction. This Court retains jurisdiction to compel 

delivery of the Transferred Assets, to protect the Purchaser and its assets, including the Transferred 

Assets, against any Interests or successor or transferee liability and to enter orders, as appropriate, 

pursuant to sections 105(a), 363, or 365 (or other applicable sections) of the Bankruptcy Code 

necessary to transfer the Transferred Assets and the Designated Contracts to the Purchaser. In the 

event this Court abstains from exercising or declines to exercise jurisdiction with respect to any 

matter referenced in this paragraph or is without jurisdiction, such abstention, refusal, or lack of 

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jurisdiction shall have no effect upon and shall not control, prohibit, or limit the exercise of 

jurisdiction of any other court having competent jurisdiction with respect to any such matter.

31. The distribution of the proceeds from the Sale Transaction shall be subject to the 

terms of paragraph 28 of the Final Cash Collateral Order, and the Debtors are authorized and 

directed to use the proceeds of the Sale Transaction received by the Debtors in accordance 

therewith. 

32. The Purchaser has standing to seek to enforce any terms of this Sale Order, the Bid 

Procedures Order, the Stalking Horse APA, and the Transaction Documents in this Court or any 

other court with competent jurisdiction. 

33. All time periods set forth in this Order shall be calculated in accordance with 

Bankruptcy Rule 9006(a). 

# # # END OF ORDER # # #

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Submitted By:

SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Counsel to the Debtors and Debtors in 

Possession

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Exhibit 1

Stalking Horse APA 

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Exhibit 2

First Amendment to Stalking Horse APA 

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