2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 7 of 207 E. On or prior to the date hereof, Purchaser, the DIP Lenders and the Prepetition Lenders have entered into an agreement whereby the DIP Lenders and the Prepetition Lenders have agreed to contribute and assign to Purchaser on or before the Closing Date a portion of the DIP Facility and a portion of the Prepetition Secured Debt in the amount of the Credit Bid. Now, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Definitions. For purposes of this Agreement, each of the following terms, when used herein with initial capital letters, has the meaning specified in this Section 1.1 or in the other Sections of this Agreement identified in Section 1.2: "Accounts Receivable" means, with respect to each Seller, all accounts receivable, notes receivable, purchase orders, negotiable instruments, completed work or services that has not been billed, chattel paper, notes or other rights to payment, including those consisting of all accounts receivable in respect of services rendered or products sold to customers by such Seller, any other miscellaneous accounts receivable of such Seller, and any claim, remedy or other right of such Seller related to any of the foregoing, together with all unpaid financing charges accrued thereon and any payments with respect thereto. "A hate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Applicable Rate" means, for a particular day, the prime rate as reported in The Wall Street Journal published for such day or, if such rate is regularly reported in The Wall Street Journal but is not reported on such day, such rate as most recently reported in The Wall Street Journal (or, if such rate is no longer reported in The Wall Street Journal, a comparable rate), calculated on a daily basis based on a 365-day year. "Asset Group" has the meaning given in the Bidding Procedures Order. "Assumed Cure Costs" means, with respect to any Purchased Contract to be assumed by Sellers and assigned or otherwise transferred to the Purchaser, the Cure Costs, if any, that Purchaser is required to pay pursuant to Section 8.5(c). 2 4844-9981-3577v6 4821-9091-9881.v1