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 40 of 207 (h) a copy of the final Sale Order entered by the Bankruptcy Court; (i) original execution copies of all Leases that are Purchased Contracts; and 0) all other deeds, endorsements, assignments, company seals, instruments of transfer and other instruments of conveyance reasonably requested by Purchaser or required to convey and assign the Purchased Assets to Purchaser and/or the relevant Designated Purchaser and vest title therein in Purchaser and/or the relevant Designated Purchaser free and clear of all Liens and Liabilities (other than Permitted Exceptions and Assumed Liabilities); provided, that any such instruments as cannot be timely effected shall be subject to Section 8.4. Section 4.3. Deliveries by Purchaser. At the Closing, Purchaser and/or the relevant Designated Purchasers will deliver to the Sellers: (a) the Purchase Price specified in Section 3.1 of this Agreement; (b) the General Assignments and Bills of Sale for the Purchased Assets, each duly executed by Purchaser and/or the relevant Designated Purchasers; (c) the Lease Assignment and Assumption Agreements for the Leases that are Purchased Contracts and the Purchased Leased Real Property, each duly executed by Purchaser and/or the relevant Designated Purchasers; (d) the Contract Assignment and Assumption Agreements for the Purchased Contracts (other than the Leases that are Purchased Contracts), each duly executed by Purchaser and/or the relevant Designated Purchasers; (e) the Permit Operating Agreement, duly executed by Purchaser and/or the relevant Designated Purchasers; (f) the officer's certificate required to be delivered pursuant to Sections 9.2(a) and 9.2(b); and (g) all such other documents, instruments and certificates, reasonably requested by Sellers, to evidence the assumption by Purchaser and/or the relevant Designated Purchasers of the Assumed Liabilities. Section 4.4. Termination of Agreement. This Agreement may be terminated prior to the Closing as follows: (a) by Purchaser or Sellers, if the Closing has not occurred by 5:00 p.m. Eastern time on September 10, 2020 (or such later date as has been mutually agreed in 35 4844-9981-3577v6 4821-9091-9881.v1