2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

Home Browse Search

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 67 of 207 Section 8.10. Publicity. Prior to Closing, unless otherwise required by applicable Law or Bankruptcy Court requirement, Purchaser and Sellers shall consult with each other before issuing any press release or public announcement concerning this Agreement or the Transactions, and shall not issue any such release or make any such statement without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed). From and after the Closing, Purchaser and Sellers may make public statements with respect to this Agreement or the Transactions so long as such announcements do not disclose the specific terms or conditions of this Agreement, except where such terms and conditions have already been disclosed as required by Law or Bankruptcy Court requirement. Section 8.11. Confidentiality. Purchaser acknowledges that Confidential Information (as defined in the Confidentiality Agreement) has been, and in the future will be, provided to it in connection with this Agreement, including under Section 8.1, and is subject to the terms of the Confidentiality Agreement dated as of July 8, 2020 between Rhino Partners and Colbeck Strategic Lending Master, L.P., as may be amended from time to time (the "Confidentiality Agreement"), the terms of which are incorporated herein by reference. Purchaser acknowledges and understands that this Agreement may be publicly filed in the Bankruptcy Court and that, except as prohibited herein, such disclosure will not be deemed to violate any confidentiality obligations owing to Purchaser, whether pursuant to this Agreement, the Confidentiality Agreement or otherwise. Section 8.12. Transaction Documents. The Parties shall negotiate in good faith, prior to the Closing, the terms of the Contract Assignment and Assumption Agreements, the General Assignments and Bills of Sale, the Lease Assignment and Assumption Agreements and each other document, agreement or instrument executed and delivered in connection herewith or therewith, and in each case such terms shall be in a form (i) customary for transactions of the type contemplated by this Agreement and (ii) reasonably satisfactory to the Sellers and Purchaser, in their respective discretion. Section 8.13. Sale Free and Clear. On the Closing Date, the Purchased Assets shall be transferred to Purchaser free and clear of all Liens and Liabilities, other than the Permitted Exceptions and the Assumed Liabilities. Section 8.14. Fiduciary Obligations. Nothing in this Agreement, or any document related to the transactions contemplated hereby, will require any Seller or any of Sellers' respective governing bodies, directors, officers or members, in each case, in their capacity as such, to take any action, or to refrain from taking any action, to the extent inconsistent with their fiduciary obligations. Section 8.15. Segregation and Removal of Excluded Assets. Within 120 days after the Closing Date, the Sellers shall segregate and remove from the Purchased Real Property all Excluded Assets. The Sellers shall remove such items at the Sellers' sole cost and expense in a manner so as not to unreasonably interfere with Purchaser's or each Designated Purchaser's 62 4844-9981-3577v6 4821-9091-9881.v1