2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

Home Browse Search

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 46 of 207 restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business. There are no pending or, to the Sellers' Knowledge, threatened condemnation or other proceedings or claims relating to any of the real property subject to the Purchased Leases. The Purchased Leases will continue to be legal, valid, binding, enforceable and in full force and effect on the same material terms immediately following the consummation of the transactions contemplated hereby. Section S.S. Contracts. Schedule 5.5 sets forth a complete list of all material Contracts relating to the Purchased Operations (including Leases and Lessor Leases) to which any Seller is a party. The Cure Costs Estimate Notice sets forth an estimate of the respective Cure Costs, if any, for each of the Contracts listed on Schedule 5.5. Except as set forth on Schedule 5.5, no Seller has assigned, delegated or otherwise transferred to any third party any of its rights or obligations with respect to any such Contract. Each Contract listed in Schedule 5.5 is in full force and effect and is a valid and binding obligation of each Seller party thereto and the other parties thereto in accordance with its terms and conditions, except (a) as such enforceability may be limited by (i) bankruptcy, insolvency, or other similar Laws affecting the enforcement of creditors' rights generally, or (ii) equitable principles of general applicability (whether considered in a proceeding at law or in equity), (b) for the failure to pay Cure Costs (if any), or (c) as set forth on Schedule 5.5. Except as set forth on Schedule 5.5, as of the date of this Agreement, other than the commencement of the Bankruptcy Cases, no Seller has any Knowledge of the intention of any third party to terminate any Contract listed in Schedule 5.5. Except as arising as a result of the filing of the Bankruptcy Cases, upon entry of the Sale Order and payment of the Cure Costs, (i) no Seller will be in breach or default of its obligations under any Purchased Contract, (ii) no event has occurred or condition exists which, with the passage of time or the giving of notice, or both, would constitute a default under or a violation of any Purchased Contract or would cause the acceleration of any obligation of any Seller or the creation of a Lien upon any Purchased Asset, and (iii) no other party to any Purchased Contract is in breach or default thereunder. The estimated Cure Cost amounts set forth in the Cure Costs Estimate Notice with respect to each Purchased Contract and each Contract listed or described on Schedule 5.5 have been prepared in good faith and, to Sellers' Knowledge, are true and correct in all material respects. Section 5.6. Litigation. Except for Legal Proceedings that are disclosed on Schedule 5.6, there are no Legal Proceedings or Orders pending or, to the Knowledge of Sellers, threatened against any Seller that involves or relates to the Business, any of the Transactions, or affects any of the Purchased Assets nor are there any investigations relating to the Purchased Assets pending or, to the Knowledge of Sellers, threatened by or before any Governmental Body. Schedule 5.6 sets forth a true and complete list of all Legal Proceedings and Orders pending or, to the Sellers' Knowledge, threatened against or related to the Purchased Assets or the Business. Section 5.7. Financial Advisors. Sellers have not incurred any obligation or Liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar 41 4844-9981-3577v6 4821-9091-9881.v1