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 64 of 207 <br /> counterparties to Assignable Contracts by the Sellers), Sellers shall seek authority to assume and <br /> assign, or sell and transfer, as applicable, to Purchaser or the applicable Designated Purchaser <br /> those Assignable Contracts that are Purchased Contracts. At Closing, the Sellers shall assume <br /> and assign or transfer to Purchaser or the applicable Designated Purchaser the Purchased <br /> Contracts. <br /> (b) Notwithstanding anything herein to the contrary, Purchaser shall have the right in its <br /> sole and absolute discretion prior to 8:00 a.m. (Eastern time) on the Auction Date to remove any <br /> or all of the Contingent Assets from the Purchased Assets by providing written notice thereof to <br /> Sellers whereupon any Contingent Asset so removed shall no longer be a Purchased Asset and <br /> shall be an Excluded Asset, and no Liabilities arising thereunder or relating thereto or with <br /> respect to any specific Excluded Liability shall be assumed by the Purchaser or any Designated <br /> Purchaser or be the obligation, liability, or responsibility of Purchaser or any Designated <br /> Purchaser, and (ii) the Schedules hereto shall be deemed to be amended as appropriate to remove <br /> any such Contingent Assets therefrom. <br /> (c) [Reserved]. <br /> (d) In addition, notwithstanding anything herein to the contrary, Purchaser shall have <br /> the right in its sole and absolute discretion to amend Schedules 2.1(b)(ii), 2.1(b)(v), and <br /> 2.1(b)(xix) for any reason prior to one (1) Business Day prior to the Closing Date to add or <br /> remove any Contract, Lease, or Residual Lease Right thereto or therefrom by providing written <br /> notice thereof to Sellers whereupon (i) any Contract, Lease, or Residual Lease Right so added <br /> shall be a Purchased Contract, Purchased Lease, or Purchased Lease Right (ii) any Contract, <br /> Lease, or Residual Lease Right so removed shall no longer be a Purchased Asset and shall be an <br /> Excluded Asset, and no Liabilities arising thereunder or relating thereto shall be assumed by the <br /> Purchaser or any Designated Purchaser or be the obligation, liability, or responsibility of <br /> Purchaser or any Designated Purchaser, and (iii) Schedules 2.1(b)(ii), 2.1(b)(v), and 2.1(b)(xix) <br /> as applicable, shall be deemed to be amended to add or remove such Contract, Lease, or Residual <br /> Lease Right thereto or therefrom, as applicable. Notwithstanding anything in this Agreement to <br /> the contrary, if any amendment or revision to the Schedules requires an amendment to Schedule <br /> A, the Parties and the applicable Subsidiary of Sellers will execute such an amendment making <br /> such Subsidiary a Seller for all purposes under this Agreement. <br /> (e) At the Closing, Purchaser and/or the Designated Purchaser(s), as applicable, will (i) <br /> pay the applicable Cure Costs in connection with the assumption and assignment of the <br /> applicable Purchased Contracts for which all Necessary Consents to transfer have been obtained, <br /> including consents conditioned on receipt of the Cure Costs, and (ii) assume and agree to <br /> perform and discharge all unperformed obligations under the Purchased Contracts. <br /> (f) From the date hereof until the Closing, the Sellers shall not seek Bankruptcy Court <br /> approval to reject any Assignable Contract unless agreed to in writing by Purchaser. <br /> Additionally, Sellers shall file with the Bankruptcy Court such motions or pleadings as may be <br /> 59 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />