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 45 of 207 Sections 105, 363, and 365 of the Bankruptcy Code and Rules 6004 and 6006 of the Federal Rules of Bankruptcy Procedure. (c) The Purchased Assets and the Excluded Assets constitute all the properties, assets, interests in properties and rights necessary to permit Purchaser and the Designated Purchasers to carry on the Purchased Operations after the Closing in the Ordinary Course of Business. No Purchased Asset is subject to any agreement, written or oral, for its sale or use by any Person other than the Sellers, other than as expressly contemplated under the Purchased Leases or the Lessor Leases. (d) Schedule 1.1(c) sets forth an accurate and complete list of the real property owned by any Seller and used in connection with the Purchased Operations. Except for the Lessor Leases, none of the Owned Real Property is subject to any lease or grant to any third-party of any right to the use, purchase, occupancy or enjoyment of such Owned Real Property or any material portion thereof required to conduct the Purchased Operations. There are no pending or, to the Sellers' Knowledge, threatened condemnation proceedings relating to any of the Owned Real Property. (e) Schedule 5.4(e) sets forth all unexpired leases, subleases, licenses, sublicenses, occupancy or other agreements whereby any Seller leases, subleases, licenses or grants an interest in any Owned Real Property or Purchased Leased Real Property to a third party (the "Lessor Leases"). Sellers have made available true, complete and correct copies of the Lessor Leases to Purchaser, including any amendments thereto through the date hereof. Other than as set forth on Schedule 5.4(e) or as a result of the Bankruptcy Cases, Sellers are not in material breach or in default under the Lessor Leases, no party to any Lessor Lease has given the Sellers written notice of or, to the Sellers' Knowledge, made a claim with respect to any material breach or material default by the Sellers thereunder (other than as a result of the Bankruptcy Cases), and Sellers are not aware of any condition that currently exists or with the passage of time will result in a default or breach by any party to a Lessor Lease. (f) Schedule 5.4(f) sets forth an accurate and complete list of all Purchased Leases. The Sellers have made available true and complete copies of all Purchased Leases to Purchaser. Other than as a result of the Bankruptcy Cases, Sellers are not in breach of any material term or in default under any Purchased Lease and no party to any Purchased Lease has given the Sellers written notice of or, to Sellers' Knowledge, made a claim with respect to any breach or default thereunder. There are no conditions that currently exist or with the passage of time will result in a default or breach of any material term by any party to a Purchased Lease. None of the real property subject to the Purchased Leases is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of such real property or any portion thereof that would materially impair the use of such real property in the operation of the Purchased Operations. The Purchased Leases and the real property subject thereto are not subject to any Liens (other than Permitted Exceptions) that were placed on such real property through the action or inaction of the Sellers. The real property subject to the Purchased Leases is not subject to any use 40 4844-9981-3577v6 4821-9091-9881.v1