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 57 of 207 any of its Affiliates). Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect. Disclosure of any matter or item on any Schedule hereto shall be deemed to constitute disclosure of such matter or item on any other Schedule hereto. ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Sellers that, as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date): Section 6.1. Organization and Good Standing. Purchaser is an entity duly organized, validly existing and in good standing under the Laws of the state of its organization. Section 6.2. Authorization of Agreement. Purchaser has the requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the Transactions have been duly authorized by all requisite corporate or similar action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, and each Transaction Document to be delivered at or prior to Closing will be duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other Parties party thereto and the entry of the Sale Order) this Agreement and each other Transaction Document to which Purchaser is a party constitutes legal, valid and binding obligations of Purchaser enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 6.3. Conflicts; Consents of Third Parties. Except as set forth herein, no consent, waiver, approval, Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with (i) the execution and delivery of this Agreement and each other Transaction Document to which Purchaser is a party, (ii) the compliance by Purchaser with any of the provisions hereof or thereof, (iii) the consummation of Transactions, (iv) the taking by Purchaser of any other action contemplated hereby or thereby, except in each case for (a) the entry of the Sale Order and (b) immaterial consents, waivers, approvals, Orders, authorizations, declarations, filings and notifications. 52 4844-9981-3577v6 4821-9091-9881.v1