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 21 of 207 of any kind or nature whatsoever, whether at law or in equity, including free and clear of any rights or claims based on theories of transferee or successor liability under any applicable Law, whether arising before or after the commencement of the Bankruptcy Cases, and that on the Closing Date and concurrently with the Closing, the Purchased Assets shall be transferred to Purchaser free and clear of all then existing successorship obligations under any collective bargaining agreement, and/or with respect to any Seller Benefit Plan, save and excepting only those Liabilities expressly assumed by Purchaser in writing under this Agreement and Permitted Exceptions, (b) contains findings of fact and conclusions of law that Purchaser has acted in "good faith" within the meaning of, and is entitled to the protections of, section 363(m) of the Bankruptcy Code, and that this Agreement was negotiated, proposed and entered into by the Parties without collusion, in good faith and from arm's length bargaining positions, and (c) this Agreement and the Transactions may, subject to the terms set forth herein, be specifically enforced against and binding upon, and not subject to rejection or avoidance by any of Sellers or their respective estates or any chapter 7 or chapter 11 trustee of any of the Sellers or other Representative of their respective estates. "Seller Benefit Plan" any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), any employee benefit plan within the meaning of Section 3(3) of ERISA, and any plan, program, policy, practice, arrangement, Contract or agreement that is a pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, compensation, benefit, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change in control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which Seller is the owner, the beneficiary, or both), Section 125 of the Code "cafeteria" or "flexible" benefit, employee loan, educational assistance or fringe benefit plan, program, policy, practice, arrangement, Contract or agreement, whether written or oral, including any other employee benefit plan, agreement, program, policy, arrangement, Contract or practice, including any payroll practice, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated hereby or otherwise), in each case, (i) under which any current or former officer, director, employee, leased employee or consultant (or any of their respective beneficiaries) of Sellers has any present or future right to benefits, (ii) which any Seller is a party to or any Seller sponsors, maintains, contributes to, or has any obligation to sponsor, maintain or contribute to, or (iii) pursuant to, under or with respect to which any Seller has or has any direct or indirect Liability, whether contingent or otherwise, including by reason of their affiliation with any ERISA Affiliate. "Seller Material Adverse Effect" means, whether foreseeable or not, any event, change (including the loss of any material supplier, customer, or other contract counterparty), effect, state of facts or occurrence which has had or would reasonably be expected to have, individually or when considered together with any other events, changes, effects, conditions, states of facts or 16 4844-9981-3577v6 4821-9091-9881.v1