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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc
<br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 13 of 207
<br /> docket in the Bankruptcy Cases (or the docket of such other court), which has not been modified,
<br /> amended, reversed, vacated or stayed (other than such modifications or amendments that are
<br /> consented to by Purchaser) and as to which (A) the time to appeal, petition for certiorari, or
<br /> move for a new trial, stay, reargument or rehearing has expired and as to which no appeal,
<br /> petition for certiorari or motion for new trial, stay, reargument or rehearing shall then be pending
<br /> or (B)if an appeal, writ of certiorari, new trial, stay, reargument or rehearing thereof has been
<br /> sought, such Order or judgment of the Bankruptcy Court (or other court of competent
<br /> jurisdiction) shall have been affirmed by the highest court to which such order was appealed, or
<br /> certiorari shall have been denied, or a new trial, stay, reargument or rehearing shall have been
<br /> denied or resolved, as a result of which such action or Order shall have become final in
<br /> accordance with Bankruptcy Rule 8002;provided that the possibility that a motion under Rule 60
<br /> of the Federal Rules of Civil Procedures, or any analogous rule under the Bankruptcy Rules, may
<br /> be filed relating to such Order, shall not cause an Order not to be a Final Order.
<br /> "GAAP" means generally accepted accounting principles in the United States
<br /> consistently applied.
<br /> "General Assignments and Bills of Sale" means the General Assignments and Bills of
<br /> Sale for the Purchased Assets, in a form to be mutually agreed among the Parties.
<br /> "Governmental Body" means any government or governmental or regulatory body
<br /> thereof, or political subdivision thereof, or any agency, authority, department, commission,
<br /> board, bureau, official or instrumentality of such body, or any self-regulated organization or
<br /> other non-governmental regulatory authority or quasi-governmental authority (to the extent that
<br /> the rules, regulations or orders of such organization or authority have the force of Law), whether
<br /> foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court
<br /> or arbitrator thereof(public or private) of competent jurisdiction.
<br /> "Hazardous Material" means any element, compound or chemical that is defined, listed
<br /> or otherwise classified as a contaminant, pollutant, toxic pollutant (including, without limitation,
<br /> acid mine drainage), toxic or hazardous substance, extremely hazardous substance or chemical,
<br /> hazardous waste, special waste, or solid waste or words of similar import under Environmental
<br /> Laws, including, but not limited to, petroleum products, asbestos, asbestos-containing materials,
<br /> lead, radon, radioactive materials and substances, urea formaldehyde and polychlorinated
<br /> biphenyls.
<br /> "Hired Employee" means an Employee who commences working for or on behalf of
<br /> Purchaser subsequent to the Closing Date.
<br /> "Hopedale Dock Assets" means those assets of Sellers described as the Hopedale Dock
<br /> in Asset Group 6 of the Bidding Procedures Order.
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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