|
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 44 of 207
<br /> or lapse of time or both) a default(or give rise to any right of termination, right of first refusal or
<br /> similar right, cancellation or acceleration of any obligation) under any Purchased Contract, or (c)
<br /> result in the creation of any Lien upon the properties or assets of such Seller being sold or
<br /> transferred hereunder.
<br /> Section 5.3. Governmental Consents. Except to the extent rendered unnecessary
<br /> through the entry of the Sale Order or as set forth on Schedule 5.3, no consent, waiver, approval,
<br /> Order or authorization of, or declaration or filing with, or notification to, any Person or
<br /> Governmental Body is required on the part of any Seller in connection with (i) the execution and
<br /> delivery of this Agreement or any other Transaction Document to which any Seller is a party, (ii)
<br /> the compliance by Sellers with any of the provisions hereof or thereof, (iii) the consummation of
<br /> the Transactions or (iv) the taking by Sellers of any other action contemplated hereby or thereby
<br /> (with or without notice or lapse of time, or both), except in each case for the entry of the Sale
<br /> Order.
<br /> Section 5.4. Title to Purchased Assets; Purchased Real Property. (a) As of the date of
<br /> execution of this Agreement Sellers own the Owned Real Property and the Purchased Assets that
<br /> are tangible personal property free and clear of all Liens (other than Permitted Exceptions, Other
<br /> Liens, and Liens created by the Purchaser). "Other Liens" shall be defined to mean (i) Liens for
<br /> Taxes and other governmental charges that are set forth on Schedule 5.4(a) or that are not yet
<br /> delinquent; (ii) mechanic's, workmen's, repairmen's, materialmen's, warehousemen's, carrier's
<br /> and other similar statutory Liens arising or incurred in the Ordinary Course of Business;
<br /> (iii) zoning, entitlement, building and other land use regulations imposed by or on behalf of any
<br /> Governmental Body having jurisdiction over any real property that do not, individually or in the
<br /> aggregate, materially detract from the current value of, or materially interfere with any current or
<br /> continued use of, any property or assets encumbered thereby; and (iv)title defects, easements
<br /> and encroachments of record and similar Liens of record which would not, individually or in the
<br /> aggregate, materially or adversely detract from the current value of, or materially interfere with
<br /> any current or continued use of, any property or assets encumbered thereby. Sellers have not as
<br /> of the date of execution of this Agreement received written notice of the filing or similar
<br /> claiming or assertion of, or written notice of an intent to file or similarly claim or assert, a
<br /> mechanic's, workman's, repairmen's materialmen's, warehouseman's, carrier's, or similar
<br /> statutory Lien on any of the Purchased Assets, including any real property that is the subject of
<br /> any of the Purchased Leases or a Seller's estate under such Purchased Lease.
<br /> (b) Upon entry of the Sale Order and delivery to Purchaser or the applicable Designated
<br /> Purchaser of the instruments of transfer contemplated by Section 4.2, at the Closing the Sellers
<br /> will thereby transfer to Purchaser or the applicable Designated Purchaser and Purchaser or the
<br /> applicable Designated Purchaser will (subject to Section 2.5) be vested with good, marketable,
<br /> and valid title to, or in the case of property leased or licensed to Sellers, a valid leasehold interest
<br /> in, all of the Purchased Assets, free and clear of all Liens and Liabilities (other than Permitted
<br /> Exceptions and Assumed Liabilities) to the maximum extent permissible under Law, including
<br /> 39
<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
<br />
|