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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 29 of 207 <br /> (viii) all rights of Sellers to use haul roads, utility easements and other rights of <br /> way and easements used or held for use in the operation of the Purchased Operations; <br /> (ix) all warranties, guarantees and similar rights related to the Purchased <br /> Assets, including warranties and guarantees made by suppliers, manufacturers and <br /> contractors under the Purchased Assets, and claims against suppliers and other third <br /> parties in connection with the Purchased Contracts; <br /> (x) all insurance proceeds, reserves, benefits or claims of any Seller or its <br /> Subsidiaries under the Insurance Policies (other than directors and officers liability <br /> insurance policies), to the extent relating to the Assumed Liabilities or the Purchased <br /> Assets; <br /> (xi) all goodwill, customer and referral relationships, other intangible property <br /> and all privileges, to the extent relating to, arising from or associated with the Purchased <br /> Assets, the Assumed Liabilities and/or the Purchased Operations; <br /> (xii) all Documents (other than those described in Section 2.2(i)); <br /> (xiii) all Causes of Action of any Seller against other Person(s) relating to any <br /> Purchased Asset or Assumed Liability, including any such item arising under any <br /> guarantee, warranty, indemnity, right of recovery, right of set-off or similar right in favor <br /> of such Seller in respect of any Purchased Asset or Assumed Liability, but specifically <br /> excluding any Causes of Action arising under Chapter 5 of the Bankruptcy Code; <br /> (xiv) all Intellectual Property Rights of any Seller (including all company <br /> names, product names, trade names, as well as telephone and facsimile numbers related <br /> to the Purchased Operations or Purchased Assets), except to the extent related to the <br /> Excluded Assets or the Excluded Liabilities; <br /> (xv) all refunds, credits and rebates of Taxes paid by Purchaser pursuant to this <br /> Agreement and to the extent relating to any Purchased Asset or Assumed Liability; <br /> (xvi) the Purchased Working Capital; <br /> (xvii) all Pre-Paid Expenses to the extent relating to any Purchased Asset or <br /> Assumed Liability; <br /> (xviii) all other assets set forth on Schedule 2.1(b)(xviii); <br /> (xix) any and all residual rights of Sellers under any expired, terminated, or <br /> rejected Lease ("Residual Lease Rights") held by any Seller in connection with the <br /> Purchased Operations, including those Leases set forth on Schedule 2.1(xix), to enter <br /> 24 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />