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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 37 of 207 <br /> (c) Prior to any transfer contemplated in Section 2.5, the Party receiving or <br /> possessing any such asset will hold it in trust for such other Party. In addition, Sellers, on <br /> the one hand, and Purchaser, on the other hand, each agree that, after the Closing, each <br /> will hold and will promptly transfer and deliver to the other, from time to time as and <br /> when received by them, any cash, checks with appropriate endorsements (using <br /> commercially reasonable efforts not to convert such checks into cash) or other property <br /> that they may receive on or after the Closing which belongs to the other and will account <br /> to the other for all such receipts. <br /> Section 2.6. Further Conveyances and Assumptions. From time to time following the <br /> Closing, Sellers and Purchaser will, and will cause their respective Affiliates to, use <br /> commercially reasonable efforts to execute, acknowledge and deliver all such further <br /> conveyances, notices, assumptions, assignments, releases and other instruments, and take such <br /> further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its <br /> respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, <br /> powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure <br /> fully to each Seller and its Affiliates and their successors and assigns, the assumption of the <br /> liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to <br /> otherwise make effective the Transactions; provided, however, nothing in this Section 2.6 shall <br /> require Purchaser, any Designated Purchaser or any of their respective Affiliates to assume any <br /> Liabilities other than the Assumed Liabilities. <br /> Section 2.7. PMSI Equipment. Purchaser acknowledges that the sale of any PMSI <br /> Equipment is subject to, and Purchaser will comply with, the terms of Section [20] of the <br /> Bidding Procedures Order. <br /> ARTICLE III. <br /> CONSIDERATION <br /> Section 3.1. Consideration. The aggregate consideration for the Purchased Assets (the <br /> "Purchase Price")will be: <br /> (a) an amount equal to Thirty-six Million Three Hundred Fifty Thousand <br /> Three and No/100 Dollars ($36,350,003.00), which shall be paid by (i) applying a portion <br /> of the secured debt of the Prepetition Lenders loaned pursuant to the Prepetition Secured <br /> Debt in the amount allocated in Section 3.2 to the Purchased Assets other than the <br /> Challenged Assets, and (ii) applying a portion of the outstanding secured debt of the DIP <br /> Lenders loaned pursuant to the DIP Facility in an amount equal to the amount allocated <br /> to the Challenged Assets in Section 3.2 ("Credit Bich'); and <br /> (b) the assumption of the Assumed Liabilities (including the Assumed Cure <br /> Costs) and payment of Transfer Taxes. <br /> 32 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />