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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 18 of 207
<br /> Body by any Seller necessary for the operation of the Purchased Operations and Purchased
<br /> Assets.
<br /> "Permitted Exceptions" means (i) any Liens that constitute Assumed Liabilities, (ii)
<br /> statutory liens for Priming Taxes, (iii) easements, covenants, conditions, restrictions and other
<br /> similar Liens of record on real property that do not materially detract from the value of the
<br /> affected real property or do not materially interfere with the present use of such real property,
<br /> (iv)the leasehold estate of any lease, sublease, license, or rights of occupancy, in each case to the
<br /> extent of record, in any Owned Real Property where a Seller is lessor, sublessor, licensor or
<br /> grantor, respectively, or (v) local, county, state and federal laws, ordinances or governmental
<br /> regulations including local building and fire codes, and zoning, conservation, or other land use
<br /> regulations now or hereafter in effect relating to any real property which do not, in the aggregate,
<br /> materially interfere with the present use of such real property.
<br /> "Person" means any individual, corporation, limited liability company, partnership, firm,
<br /> joint venture, association, joint-stock company, trust, unincorporated organization,
<br /> Governmental Body or other entity.
<br /> "PMSI Equipment" means those items of Sellers' equipment upon which Purchaser does
<br /> not have a perfected first priority security interest, including those items of equipment set forth
<br /> on Schedule 1.1(d).
<br /> "Pre-Paid Expenses" means any of the Sellers' rights with respect to all deposits
<br /> (including customer deposits and security deposits (whether maintained in escrow or otherwise)
<br /> for rent, electricity, telephone or otherwise), advances, pre-paid expenses, prepayments, rights
<br /> under warranties or guarantees, vendor rebates, refunds, credits, rebates and prepayment(s) or
<br /> deposits of property and other Taxes which are in respect of the Purchased Assets and other
<br /> refunds of every kind and nature (whether or not known or unknown or contingent or non-
<br /> contingent).
<br /> "Prepetition Lenders" means the lenders pursuant to that certain Financing Agreement
<br /> dated December 27, 2017, as amended, supplemented, restated or otherwise modified prior to the
<br /> Petition Date, between the debtors in the Bankruptcy Cases, as borrowers and guarantors,
<br /> Cortland Capital Market Services LLC, as Collateral Agent and Administrative agent, CB Agent
<br /> Services LLC, as Origination Agent, and by lenders party thereto.
<br /> "Prepetition Lien" has the meaning ascribed to such term in the DIP Order.
<br /> "Prepetition Secured Debt" means that certain debt owed to the Prepetition Lenders as
<br /> defined in the DIP Order.
<br /> "Prepetition Secured Parties"has the meaning ascribed to such term in the DIP Order.
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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