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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 48 of 207 <br /> constitute Purchased Assets), except in each case for such Hazardous Materials, tanks, <br /> transformers, other equipment, wells, or pits that would not reasonably be expected to <br /> constitute a material violation of any applicable Environmental Law, give rise to a <br /> material Environmental Claim, or give rise to material Liability; <br /> (f) Sellers have made available copies of all material environmental <br /> assessments, audits (including compliance audits), evaluations, studies, and tests within <br /> their current possession or control, relating to the Purchased Assets or the Purchased <br /> Operations, whether generated by Sellers or others, including environmental audits and <br /> environmental site assessments; <br /> (g) With respect to the Purchased Operations and the Purchased Assets, no <br /> Seller or any other Person has treated, recycled, stored, disposed of, arranged for or <br /> permitted the disposal of, transported, handled, or Released any Hazardous Materials, or <br /> owned or operated any property or facility contaminated by any Hazardous Materials, in <br /> a manner that has given or could reasonably be expected to give rise to a material <br /> Environmental Claim; and <br /> (h) None of the Purchased Real Property have, or at any time in the past had, <br /> any associated direct or indirect acid mine drainage which (i) constitutes a material <br /> violation of, or (ii) could reasonably be expected to give rise to material Liability or <br /> material Environmental Claim under any Environmental Law, Mining and Mine Safety <br /> Law, or any Permits required under any Environmental Law or Mining and Mine Safety <br /> Law. <br /> Section 5.9. Sellers' Intellectual Property. (a) Except as disclosed on Schedule 5.9, to <br /> Sellers' Knowledge, (i)the conduct of the Purchased Operations by Sellers as currently <br /> conducted (including the products and services currently sold or provided by Sellers) does not <br /> infringe or otherwise violate any Person's Intellectual Property Rights, and no such claims are <br /> pending or threatened in writing against Sellers, and (ii) no Person is infringing or otherwise <br /> violating any Intellectual Property Rights owned by Sellers, and no such claims are pending or <br /> threatened in writing against any Person by Sellers. <br /> (b) Schedule 5.9(b) sets forth a true and complete list of all U.S. and foreign <br /> patents, registered trademarks, and registered copyrights, and all pending applications for <br /> patents, trademark registrations, and copyright registrations, in each case, which are owned by a <br /> Seller. Except as set forth in Schedule 5.9(b), Sellers are the sole owner of all the applications <br /> and registrations set forth on Schedule 5.9(b) and all such applications and registrations are in <br /> effect and subsisting. <br /> (c) The Purchased Assets and any rights provided to Purchaser and the <br /> Designated Purchasers pursuant to the Transaction Documents include all third-party Intellectual <br /> 43 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />