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 65 of 207 appropriate or otherwise as may be reasonably requested by Purchaser to preserve Sellers' right or ability to assume and assign any of the Assignable Contracts (including without limitation, pursuant to Section 365(d)(4) of the Bankruptcy Code) until the Closing. Section 8.6. Transferred Permit and Bond Matters. At the Closing, Purchaser and/or the Designated Purchaser(s), as applicable, and the applicable Seller(s) shall execute, and shall thereafter comply with the terms of, the Permit Operating Agreement. Section 8.7. Insurance Cooperation. Notwithstanding anything to the contrary in this Agreement, (i) from and after the Closing, Purchaser shall be entitled to any available benefits under the Insurance Policies with respect to the Purchased Assets and the Assumed Liabilities, but subject to the terms, conditions and limitations set forth therein; (ii) Sellers shall assign, to the extent assignable, to Purchaser the right, power and authority, to make directly to the insurer any request for payment under the Insurance Policies relating to any claims in respect to the Purchased Assets and the Assumed Liabilities, or in the event Purchaser is unable to make direct claim for payment, Sellers shall cooperate with Purchaser in filing any insurance claims and in the collection of insurance proceeds, including where permitted by law transferring to Purchaser the right to pursue insurance proceeds related to such claims; and (iii) Sellers shall assign, to the extent assignable, to Purchaser following the Closing the right to receive any future proceeds (including any proceeds in respect of business interruption insurance for any period after the Closing) relating to any such claim. Any Party receiving a notice with respect to any such claim shall promptly notify all other Parties. Section 8.8. Employee Matters. (a) Purchaser shall have the option, but not the obligation, to offer employment to any Employees that are employed at any of the Purchased Operations. Prior to the making an offer of employment to any such Employee, Purchaser shall in its sole discretion set the initial terms and conditions of employment offered to such Employee, including wages, benefits, job duties, conditions precedent to being hired, and responsibilities and work assignment. Purchaser shall determine which of any such Employees, if any, to offer employment to, in its sole discretion. Only Employees who are offered and accept such offers of employment with Purchaser based on the initial terms and conditions set by Purchaser and further then actually commence employment with Purchaser will become "Hired Employees." Sellers shall terminate, and cause to be terminated, the employment of all Employees who are offered and accept offers of employment with Purchaser pursuant to this Section 8.8(a), prior to the commencement of such Employees' employment with Purchaser. Sellers and their Affiliates will comply with any and all legal requirements to provide advance notice of layoffs or terminations as required by, or incurred any Liability under, the WARN Act, or any applicable Law, as well as any other federal, state, or local requirements with respect to Employee terminations, including but not limited to notices as to COBRA Coverage. Notwithstanding the foregoing, nothing herein will, after the Closing Date, impose on Purchaser any obligation to retain any Hired Employee in its employment for any amount of time or on any terms and conditions of employment. Except as 60 4844-9981-3577v6 4821-9091-9881.v1