Laserfiche WebLink
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 58 of 207 <br /> Section 6.4. Litigation. There are no Legal Proceedings pending or, to the knowledge of <br /> Purchaser, threatened against Purchaser, or to which Purchaser is otherwise a party before any <br /> Governmental Body, which would reasonably be expected to have, individually or in the <br /> aggregate, a Purchaser Material Adverse Effect. Purchaser is not subject to any Order except to <br /> the extent the same would not reasonably be expected to have, individually or in the aggregate, a <br /> Purchaser Material Adverse Effect. <br /> Section 6.5. Financial Advisors. No Person has acted, directly or indirectly, as a <br /> broker, finder or financial advisor for Purchaser in connection with the Transactions and no <br /> Person is entitled to any fee or commission or like payment in respect thereof that would or <br /> could be owed by or claimed against Sellers or any of the consideration to be paid hereunder. <br /> Section 6.6. Capability. <br /> (a) Purchaser has and will have at Closing sufficient funds available to it in cash to pay <br /> or cause to be paid the Assumed Cure Costs and Transfer Taxes required to be paid by Purchaser <br /> in connection with the Transactions, and to effect the Transactions. As of the date hereof and <br /> upon the consummation of the Transactions, (i) Purchaser will not be insolvent as defined in <br /> Section 101 of the Bankruptcy Code, (ii)Purchaser will not be left with unreasonably small <br /> capital, and (iii)Purchaser will not have incurred debts beyond its ability to pay such debts as <br /> they mature. <br /> (b) Purchaser or the Designated Purchaser(s), as applicable, will be eligible to take <br /> transfer of, or obtain replacement or overlapping permits for, the Transferred Permits upon the <br /> completion of the permanent transfer of the related Transferred Permits. None of Purchaser or <br /> its Affiliates, nor any of their officers or directors, (i) is "permit blocked" on the Applicant <br /> Violator System, or (ii) have been denied, or are subject to denial of, any application for any <br /> mining license, permit or other authorization of a Governmental Body due to application of the <br /> Applicant Violator System. <br /> (c) At or prior to the Closing, Purchaser or the Designated Purchaser(s), as applicable, <br /> will have the applicable regulatory approvals and any other material permits, licenses, <br /> authorizations or approvals (other than the Transferred Permits) required to operate the <br /> Purchased Assets following the Closing. <br /> (d) Purchaser has entered into a valid and binding agreement with the DIP Lenders and <br /> the Prepetition Lenders, whereby the DIP Lenders and the Prepetition Lenders is obligated to <br /> contribute and assign to Purchaser on or before the Closing Date a portion of the DIP Facility <br /> and a portion of the Prepetition Secured Debt in the amount of the Credit Bid, subject to the <br /> terms and conditions set forth therein. <br /> Section 6.7. Condition of the Purchased Assets. Notwithstanding anything contained in <br /> this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making <br /> 53 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />