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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 61 of 207 <br /> changes to the proposed Sale Order shall be subject to the approval of Purchaser in its reasonable <br /> discretion (other than any such changes that are made in connection with a Competing <br /> Transaction). Sellers shall (i) provide Purchaser, at least three (3) Business Days in advance of <br /> the Sellers' filing or submission thereof, with drafts of any and all other pleadings and proposed <br /> orders to be filed or submitted in connection with this Agreement and the Transactions, and such <br /> pleadings and proposed orders shall be in form and substance reasonably acceptable to Purchaser <br /> and (ii) make reasonable best efforts to consult and cooperate with Purchaser regarding any <br /> discovery taken in connection with seeking entry of the Sale Order(including any depositions). <br /> (g) During the Bankruptcy Cases, Sellers shall not assign, convey or abandon any <br /> Causes of Action against any of Sellers' ordinary course vendors, contract counterparties, <br /> contractors and other suppliers of services related to the Purchased Assets without the prior <br /> written consent of Purchaser or an order of the Bankruptcy Court. <br /> (h) Notwithstanding anything in this Agreement to the contrary, Sellers agree to pay <br /> Purchaser the Expense Reimbursement (or portion thereof, if applicable) in the event this <br /> Agreement is terminated if and to the extent provided in Section 4.6. <br /> ARTICLE VIII. <br /> COVENANTS <br /> Section 8.1. Access to Information. (a) From the date hereof through the Closing Date, <br /> Purchaser will be entitled for purposes of consummating the Transactions to make such <br /> investigation of the Purchased Assets and the Assumed Liabilities as it reasonably requests. Any <br /> such investigation and examination will be conducted upon reasonable advance notice and under <br /> reasonable circumstances so as not to disturb the operation of the Business and will be subject to <br /> restrictions under applicable Law. Sellers will direct and use their reasonable best efforts to <br /> cause their respective Representatives to cooperate with Purchaser and Purchaser's <br /> Representatives in connection with such investigation and examination, and Purchaser and its <br /> Representatives will cooperate with Sellers and their Representatives. Notwithstanding anything <br /> herein to the contrary, no such investigation or examination will be permitted to the extent that it <br /> would require Sellers to disclose information that would cause material competitive harm to a <br /> Seller or would violate attorney-client privilege. Sellers will promptly deliver to Purchaser all <br /> pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in <br /> any other judicial or administrative proceeding related to the Purchased Assets and the <br /> Transactions. <br /> (b) From and after the Closing Date for a period of three (3) years, each Party shall <br /> provide the other Party (and its Representatives)with access, at reasonable times and in a manner <br /> so as not to unreasonably interfere with such Party's normal business, to the assets, books, <br /> records, systems and other property and any employees of such Party (for the avoidance of <br /> doubt, access to assets, books, records, systems and other property and employees shall be <br /> 56 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />