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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 59 of 207 <br /> any representations or warranties whatsoever, express or implied, beyond those expressly given <br /> by Sellers in Article V and in any Transaction Document, and Purchaser acknowledges and <br /> agrees that, except for the representations and warranties contained therein, the Purchased Assets <br /> are being transferred on a "where is" and "as is" basis. Purchaser acknowledges that it has <br /> conducted to its satisfaction its own independent investigation of the Purchased Assets and, in <br /> making the determination to proceed with the Transactions, Purchaser has relied on the results of <br /> its own independent investigation. <br /> Section 6.8. Exclusivity of Representations and Warranties. Except for the <br /> representations and warranties contained in this Article VI (as modified by the Schedules to this <br /> Agreement), neither Purchaser nor any other Person makes any other express or implied <br /> representation or warranty with respect to the Purchaser or the Transactions, and Purchaser <br /> disclaims and is not relying on any other representations or warranties, whether made by <br /> Purchaser or any of its Affiliates or any of Purchaser's or its Affiliates' respective <br /> Representatives. Except for the representations and warranties contained in Article V and in any <br /> Transaction Agreement, Purchaser agrees and acknowledges that none of Sellers or any Person <br /> on behalf of Sellers makes any other express or implied representation or warranty with respect <br /> to Sellers, the Purchased Assets, the Assumed Liabilities or the Purchased Operations or with <br /> respect to any other information provided or made available to Purchaser in connection with the <br /> Transactions, including information conveyed at management presentations, in a virtual data <br /> room or in due diligence sessions and, without limiting the foregoing, including any estimates, <br /> projections, predictions or other forward-looking information. <br /> ARTICLE VII. <br /> BANKRUPTCY COURT MATTERS <br /> Section 7.1. Bankruptcy Court Approval. <br /> (a) Sellers will pursue diligently the entry of the Sale Order, and Purchaser agrees that <br /> it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining <br /> entry of the Sale Order and a finding of adequate assurance of future performance by Purchaser <br /> of the Purchased Contracts, including furnishing affidavits or other documents or information for <br /> filing with the Bankruptcy Court for the purposes, among others, of providing necessary <br /> assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser <br /> is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code. Sellers shall deliver <br /> to Purchaser, at least three (3) Business Days in advance of the Sellers' filing or submission <br /> thereof, drafts of any and all pleadings, motions, notices, statements, schedules, applications, <br /> reports and other papers to be filed or submitted relating to the Transactions for Purchaser's prior <br /> review and comment, and such filings or submission shall be acceptable to the Purchaser in its <br /> reasonable discretion. In the event the entry of the Bidding Procedures Order or the Sale Order <br /> shall be appealed, Sellers and Purchaser shall use their reasonable best efforts to defend such <br /> 54 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />