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 43 of 207 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers hereby jointly and severally represent and warrant to Purchaser that, as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date): Section 5.1. Organization and Good Standing. Each Seller is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and, subject to any limitations that may be imposed on such Seller resulting from or relating to the Bankruptcy Cases, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. The Sellers are duly qualified or licensed to do business and are in good standing in each jurisdiction where the character of their Business or the nature of their properties makes such qualification or licensing necessary, except for such failures to be so qualified or licensed or in good standing as would not, individually or in the aggregate have a Seller Material Adverse Effect. Section 5.2. Authorization of Agreement; No Conflict. Subject to entry of the Sale Order and such other authorization as may be required by the Bankruptcy Court, each Seller has the requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate or similar action on the part of each Seller. This Agreement has been duly and validly executed and delivered by each Seller, and each Transaction Document to be delivered at or prior to Closing will be duly and validly executed and delivered, by the applicable Seller party thereto and (assuming the due authorization, execution and delivery by Purchaser or the applicable Designated Purchaser party thereto and the entry of the Sale Order) this Agreement and each other Transaction Agreement constitute, with respect to each Seller that is party thereto, legal, valid and binding obligations of each applicable Seller enforceable against such Seller in accordance with their respective terms, subject to general principles of equity. Except as a result of the Bankruptcy Cases, neither the execution and delivery by any Seller of this Agreement or any other Transaction Document to which it is (or will be) a party nor after giving effect to the Sale Order and the Bidding Procedures Order, compliance by it with any provisions hereof or thereof will (a) conflict with or result in a violation of(i) any provision of the certificate of incorporation or bylaws (or other organizational or governing documents) of such Seller or (ii) any Order binding upon such Seller or by which the Business or any Purchased Assets are subject or bound, (b) violate, conflict with, or result in a breach of any of the terms of or constitute a default under, or give rise to any right of termination, modification, cancellation or acceleration under any license, Permit, authorization, consent, order or approval of, or registration, declaration or filings with, any Governmental Body, (c) require any consent or other action by any Person under or constitute (with due notice 38 4844-9981-3577v6 4821-9091-9881.v1