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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 39 of 207 <br /> condition), the closing of the purchase and sale of the Purchased Assets and the assumption of <br /> the Assumed Liabilities provided for in Article II(the "Closing")will take place remotely by the <br /> electronic exchange of documents and signatures in PDF format at 10:00 a.m. (Eastern time) no <br /> later than the date that is two (2) Business Days following the satisfaction or, to the extent <br /> permissible, waiver of the conditions set forth in Article IX (other than conditions that by their <br /> nature are to be first satisfied at the Closing, but subject to the satisfaction or waiver of such <br /> conditions), or at such other place and time as the Parties may designate in writing. The date on <br /> which the Closing is held is referred to in this Agreement as the "Closing Date." For all <br /> accounting and similar purposes hereunder, the Closing shall be deemed to have occurred at <br /> 12:01 a.m. (Eastern time) on the Closing Date. <br /> Section 4.2. Deliveries by Sellers. At the Closing, Sellers will deliver to Purchaser <br /> and/or the relevant Designated Purchaser: <br /> (a) one or more General Assignments and Bills of Sale for the Purchased <br /> Assets, each duly executed by the applicable Seller; <br /> (b) the Lease Assignment and Assumption Agreements for the Leases that are <br /> Purchased Contracts and the Purchased Leased Real Property, each duly executed by the <br /> applicable Seller; <br /> (c) the Contract Assignment and Assumption Agreements for the Purchased <br /> Contracts (other than the Leases that are Purchased Contracts), each duly executed by the <br /> applicable Seller; <br /> (d) one or more Permit Operating Agreement(s), duly executed by each <br /> applicable Seller; <br /> (e) special warranty or limited warranty deeds (or similar deeds to convey <br /> title with warranties limited only to grantor's acts in a particular jurisdiction where the <br /> Owned Real Property is located) to the Owned Real Property in recordable form, duly <br /> executed by the applicable Seller; <br /> (f) all documents of title and instruments of conveyance (duly executed by <br /> the applicable Seller) necessary to transfer record and/or beneficial ownership to <br /> Purchaser and/or the relevant Designated Purchaser of all automobiles, trucks and trailers <br /> owned by Sellers (and any other Purchased Assets owned by Sellers which require <br /> execution, endorsement and/or delivery of a document in order to vest record or <br /> beneficial ownership thereof in Purchaser)which are included in the Purchased Assets; <br /> (g) the officer's certificate required to be delivered pursuant to Sections 9.1(c) <br /> and 9.1(d); <br /> 34 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />