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 55 of 207 the applicable insurer. The limits of the Insurance Policies have not been exhausted, and there are no gaps in historical limits with respect to the Purchased Assets, the Assumed Liabilities, or the Purchased Operations. Except as set forth on Schedule 5.15, the Sellers do not have any self- insurance programs covering the Purchased Operations or any of the Purchased Assets. The Sellers have not done anything by way of action or inaction that terminates, cancels, invalidates or makes any changes to the structure, limits or terms and conditions of any such Insurance Policies in whole or in part, including allowing any of the Insurance Policies to expire without renewing such policies or obtaining comparable replacement coverage, or prejudicing rights to insurance payments or coverage. Section 5.16. Affiliate Interests. All Contracts between any Seller and any Affiliate of any Seller (but not including another Seller) relating to the Purchased Assets or the Purchased Operations are listed on Schedule 5.16. Other than employment arrangements, compensation benefits and travel advances entered into in the Ordinary Course of Business of the Sellers, to the Sellers' Knowledge, no such Affiliate of any Seller has any direct or indirect interest in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, (i) any Person which does business with any Seller or is competitive with the Purchased Operations in any material respect, or(ii) any material property, asset or right which is used by any Seller. All Indebtedness of any such Affiliate to any Seller, and all Indebtedness of any Seller to any such Affiliate of any Seller, is listed on Schedule 5.16. Section 5.17. Bank Accounts. Schedule 5.17 sets forth a complete list of all bank accounts (including any deposit accounts, securities accounts and any sub-accounts) of the Sellers related to the Business. Section 5.18. Undue Influence. In connection with the operation of the Business, no Seller, any director, officer, agent, employee or Affiliate of the Sellers, has taken any action, directly or indirectly, with respect to the Business that would result in a violation of the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder (the "FCPA"). The Sellers, and their Affiliates, have conducted the Business in compliance with the FCPA in all material respects and maintain procedures which are reasonably expected to ensure compliance therewith. Section 5.19. Financial Statements. The Sellers have made available to Purchaser the consolidated balance sheet and cash flow statement of the Company and its Subsidiaries as of May 31, 2020, and the related consolidated statement of comprehensive income for the 12- months ended May 31, 2020 (the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP. The Financial Statements (i) are true, correct and complete in all material respects, (ii) are in accordance in all material respects with the books and records of the Sellers, and (iii)fairly present in all material respects the financial position of the Sellers at the dates specified and the results of their operations for the period covered. The copies of the Financial Statements delivered to Purchaser are true, correct and complete copies. 50 4844-9981-3577v6 4821-9091-9881.v1