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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 41 of 207 <br /> writing by the Sellers and Purchaser) (the "Outside Date");provided, however, that if the <br /> Closing has not occurred on or before the Outside Date due to a material breach of any <br /> representations, warranties, covenants or agreements contained in this Agreement by <br /> Purchaser or any Seller, then (i) Purchaser may not terminate this Agreement pursuant to <br /> this Section 4.4(a) in the case of any such breach by Purchaser and (ii) Sellers may not <br /> terminate this Agreement pursuant to this Section 4.4(a)in the case of any such breach by <br /> any Seller; <br /> (b) by mutual written consent of Sellers and Purchaser; <br /> (c) by Purchaser, if any Seller breaches any representation, warranty, <br /> covenant or agreement contained in this Agreement, such breach would reasonably be <br /> expected to result in a failure of a condition set forth in Sections 9.1 or 9.3 and such <br /> breach has not been cured by the earlier of (i) 10 Business Days after the giving of <br /> written notice by Purchaser to Sellers of such breach and (ii) the Outside Date;provided, <br /> that Purchaser is not then in material breach of any representation, warranty, covenant or <br /> agreement contained in this Agreement; <br /> (d) by Sellers, if Purchaser breaches any material representation, warranty, <br /> covenant or agreement contained in this Agreement, such breach would reasonably be <br /> expected to result in a failure of a condition set forth in Sections 9.2 or 9.3 and such <br /> breach has not been cured by the earlier of(i) 10 days after the giving of written notice by <br /> Sellers to Purchaser of such breach and (ii) the Outside Date;provided, that no Seller is <br /> then in material breach of any representation, warranty, covenant or agreement contained <br /> in this Agreement; <br /> (e) by Purchaser or Sellers if there is in effect a final non-appealable Order of <br /> a Governmental Body of competent jurisdiction permanently restraining, enjoining or <br /> otherwise prohibiting the consummation of the Transactions, it being agreed that the <br /> Parties will promptly appeal any adverse determination which is not non-appealable and <br /> use their respective reasonable best efforts to pursue such appeal unless and until this <br /> Agreement is terminated pursuant to this Section 4.4; <br /> (f) by Purchaser or Sellers, upon a final and non-appealable denial by the <br /> applicable Governmental Body of a material regulatory approval required for <br /> consummation of the Transactions, unless such denial is the result of negligence or <br /> misconduct by the Party seeking termination; <br /> (g) by Purchaser if the Sale Order shall not have been entered on or before <br /> two (2)Business Days before the Outside Date; <br /> (h) [Reserved]; <br /> 36 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />