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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 54 of 207 <br /> to the Purchased Assets or the Business. There is no dispute or claim concerning any Tax <br /> liability of the Sellers claimed or raised by any Taxing Authority. <br /> (c) There are no outstanding agreements or waivers that would extend the statutory <br /> period in which a Tax Authority may assess or collect a Tax that could result in (i) a Lien upon <br /> the Purchased Assets or the Purchased Operations or (ii)liability to Purchaser or any Designated <br /> Purchasers as a transferee of or a successor to the Purchased Assets or the Purchased Operations. <br /> (d) There are no Liens with respect to Taxes (other than Permitted Exceptions and <br /> Other Liens)upon the Purchased Assets or the Purchased Operations. <br /> (e) No Seller is a party to any Tax indemnity, Tax allocation or Tax sharing agreement, <br /> other than any such agreement entered into in the Ordinary Course of Business the principal <br /> purpose of which is not related to Tax, that could result in (i) a Lien upon the Purchased Assets <br /> or the Purchased Operations or (ii)liability for any Purchaser or any Designated Purchasers as a <br /> result of its acquisition or ownership of the Purchased Assets or the Purchased Operations. No <br /> Seller (i) has been a member of an affiliated group filing a consolidated federal income Tax <br /> Return or (ii) has any Liability for the Taxes of any Person (other than a Seller) under Treas. <br /> Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or <br /> successor, by contract, or otherwise. <br /> (f) There are no requests for rulings pending between any Seller and any Tax Authority <br /> in respect of any Tax that could result in (i) a Lien upon the Purchased Assets or the Purchased <br /> Operations or (ii)liability to Purchaser or any Designated Purchasers as a transferee of or <br /> successor to the Purchased Assets or the Purchased Operations. <br /> (g) Sellers have collected or self-assessed and remitted to the appropriate Tax Authority <br /> all sales and use or similar Taxes required to have been collected or self-assessed with respect to <br /> the Purchased Assets and the Business. <br /> (h) Sellers or their Affiliates have properly and timely paid to the appropriate Tax <br /> Authorities all payroll, unemployment and similar Taxes in connection with amounts paid or <br /> owing to any employee, independent contractor, creditor, stockholder, or other third party and all <br /> IRS Forms W-2 and Forms 1099 (or any other applicable form) required with respect thereto <br /> have been properly and timely distributed. <br /> Section 5.15. Insurance. Schedule 5.15 sets forth a true and complete list of all <br /> Insurance Policies. Such policies are in full force and effect(subject to periodic renewals thereof). <br /> Except as set forth on Schedule 5.15, the Sellers have paid all premiums on such policies due and <br /> payable prior to the date of this Agreement, or, if not yet due, have properly accrued for such <br /> payables. Except as set forth on Schedule 5.15, all claims and/or circumstances with respect to the <br /> Purchased Assets, the Assumed Liabilities, or the Purchased Operations likely to give rise to a <br /> claim covered by any of the Insurance Policies have been properly reported to and accepted by <br /> 49 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />