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 69 of 207 where the failure to be so true and correct has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Sellers, dated the Closing Date, to the foregoing effect; (d) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of the Sellers, dated the Closing Date, to the forgoing effect; (e) the Sale Order shall provide that all proceeds from any Complementary Transaction or Competing Transaction are to be paid directly to Purchaser at the closing of such transactions; (f) no Seller shall have entered into or permitted any of the Purchased Operations to enter into any collective bargaining agreement or other labor agreement with any union or other labor organization; (g) the objection deadline shall have passed for all counterparties to Purchased Contracts to object to the Cure Costs contained in their respective Cure Schedule;provided that such objection deadline shall be no less than fourteen (14) days after such Cure Schedule is filed with the Bankruptcy Court; (h) Purchaser and/or the Designated Purchaser(s), as applicable, shall have received, in Purchaser's reasonable discretion, a binding, condition free (other than consummation of the Transactions) commitment from a reputable surety bond company to post the Required Bonding with respect to the Transferred Permits and, if applicable, the Purchased Contracts, on terms and conditions no less favorable to Purchaser and/or the Designated Purchaser(s) than those presently in effect with respect to the existing bonds; (i) the aggregate Assumed Cure Costs for the Purchased Contracts at Closing shall not be $100,000.00 more than the aggregate of the estimated Cure Costs for such Purchased Contracts set forth on the Cure Costs Estimate Notice, it being understood that if a Purchased Contract was not referenced in the Cure Costs Estimate Notice the estimated cure cost thereof shall be zero for purposes of this comparison; 0) Sellers shall have delivered to Purchaser an agreement or other instrument entered into between each of the parties to the Disputed Lease and Seller, CAM Kentucky Real Estate LLC, resolving the dispute with respect to the Disputed Lease to the reasonable satisfaction of Purchaser or such other evidence reasonably satisfactory to Purchaser that the dispute relating to the Disputed Lease has been resolved; 64 4844-9981-3577v6 4821-9091-9881.v1