Through Assets Sales § 363 the buyer can acquire the assets of a business free and clear of liens and most claims, security interests, and encumbrances.The Debtor can sale (in 20 days or longer) relatively fast, without having to get majority shareholder approval.

The debtor files a motion for the Court to approve the sale to a "stalking horse" buyer, subject (as is required under the Bankruptcy Code) to higher and better offers.

The debtor must seek bankruptcy court approval of a sale that is not in the ordinary course of business and of any effort to transfer executory contracts, intellectual property licenses, or commercial real estate leases to the buyer.

The buyer will almost certainly ask the court to approve a "breakup" fee, and a "topping" fee, so the "stalking horse" buyer gets reimbursed for their efforts and expenses incurred while arranging for the bid in the event that they don't get it.

Real estate leases where the debtor is the tenant may be assumed and assigned by the buyer, notwithstanding a non-assignment clause in the lease, provided the lease is assumed within 210 days from the bankruptcy filing.

Issues such as Buyer's contingent liability and successor liability are still debatable as different jurisdiction uphold different rulings at this time, It's a good aide for buyer to ask seller to set up a "liability reserve fund" and adjust the buying price accordingly with foreseen liability events.