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 60 of 207 appeal. Sellers shall comply with all notice requirements imposed by the Sale Order, in each case, in connection with any pleading, notice or motion to be filed in connection herewith. (b) Sellers and Purchaser acknowledge that this Agreement and the sale of the Purchased Assets, including the assumption and assignment of the Purchased Contracts, are subject to Bankruptcy Court approval. Sellers and Purchaser acknowledge that(i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest and otherwise best offer possible for the Purchased Assets, and that such demonstration shall include giving notice of the Transactions to creditors and other interested parties as ordered by the Bankruptcy Court, and (ii) Purchaser must provide adequate assurance of future performance under the to-be-assigned Purchased Contracts. (c) From and after the date of this Agreement and prior to the Closing or the termination of this Agreement in accordance with Article IV, neither Purchaser nor Sellers shall take any action which is intended to (or is reasonably likely to), or fail to take any action the intent (or the reasonably likely result) of which failure to act is to, result in the reversal, voiding, modification or staying of the Sale Order or this Agreement; provided however, that the Sellers may act in accordance with the Bidding Procedures Order. Section 7.2. Bankruptcy Court Filings. (a) [Reserved]. (b) The auction concerning the Transactions and the Complementary Transactions shall take place pursuant to the Bidding Procedures Order on or before August 31, 2020 (the "Auction Date"). (c) The Bankruptcy Court shall schedule a hearing on the Transactions on or before September 4, 2020. Without the consent of the Purchaser, unless required by the Bankruptcy Court or except as may be permitted by the Bidding Procedures Order, the Sellers shall not extend the time for such hearing. (d) Sellers shall use their reasonable best efforts to obtain a Sale Order, in form and substance acceptable to Purchaser and its counsel, on or before September 4, 2020, provided however that the Sellers may act in accordance with the Bidding Procedures Order. (e) In the event that the entry of a Sale Order is appealed or a stay pending appeal is sought, Sellers shall oppose the appeal or the stay pending appeal and seek the dismissal of any appeal (including a petition for certiorari, motion for rehearing, re-argument, reconsideration or revocation). (f) Notwithstanding the foregoing, any resulting changes to this Agreement or any other document to be executed and delivered in connection herewith or resulting material 55 4844-9981-3577v6 4821-9091-9881.v1