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 35 of 207 have been made by Seller or any Affiliate of such Seller, (ii) imposed or asserted to be imposed by operation of applicable Law or (iii) pursuant to any doctrine of product liability, in each case to the extent arising out of or related to events occurring on or prior to Closing; (o) any Liability (whether arising before, on or after Closing) with respect to any employee of any Seller or any Affiliate of any Seller (or any individual who applied for employment with any Seller)who is not a Hired Employee; (p) subject to Section 2.3(f), any Liability that relates to any Hired Employee arising out of or relating to their employment with Seller with respect to events occurring on or prior to the Closing Date; (q) any Liability under the WARN Act arising from the failure of the Sellers to give a timely WARN notice to any employee of any Seller terminated or laid off prior to the Closing Date even if such Liabilities are triggered by an event or action of Seller occurring on or after the Closing Date; (r) all trade accounts payable, including Trade Payables, all accrued operating expenses and other current liabilities of the Sellers related to the Purchased Assets; (s) any Liabilities arising under Environmental Laws from or related to any use, transportation, release, treatment, storage, or disposal of, or human exposure to, Hazardous Materials at any location not included in the Purchased Assets, and any Liabilities arising under Environmental Laws from or related to any use, transportation, release, treatment, storage, or disposal of, or human exposure to, Hazardous Materials at any location included in the Purchased Assets arising out of actions taken or facts or circumstances existing prior to the Closing Date; (t) any and all brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Sellers or its Affiliates (or any Person acting on their behalf) in connection with the Bankruptcy Case, this Agreement or otherwise with respect to the Transactions, including without limitation any amounts payable to Energy Ventures Analysis, Inc. or Evercore Group L.L.C.; (u) any and all Liabilities for (i) costs and expenses incurred or owed in connection with the administration of the Bankruptcy Cases (including all Professional Fee Claims); and (ii) all costs and expense incurred in connection with the negotiation, execution and consummation of the transactions contemplated hereby; (v) the Liabilities set forth on Schedule 2.4(v); and 30 4844-9981-3577v6 4821-9091-9881.v1