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 70 of 207 (k) the Purchased Assets shall be free and clear of all Liens other than Permitted Exceptions; (1) any proceeds received from Sellers from the disposition of any of Sellers' assets shall have been distributed in accordance with the DIP Order and the DIP Credit Agreement (as defined in the DIP Order), including without limitation Section 2.05 thereof, (m) each of the Complementary Transactions shall have closed; and (n) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2. Section 9.2. Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the Transactions are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part in their sole discretion): (a) the representations and warranties of Purchaser contained in this Agreement (disregarding any "materiality" or "Purchaser Material Adverse Effect" qualifications contained therein) shall be true and correct in all respects as of the Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except where the failure to be so true and correct has not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser 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 Purchaser prior to or on the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser on behalf of Purchaser, dated the Closing Date, to the foregoing effect; (c) Purchaser shall have provided Sellers with evidence satisfactory to Sellers, in Sellers' reasonable discretion, that Purchaser and/or the Designated Purchaser(s), as applicable, have a commitment from a reputable surety bond company to post the Required Bonding with respect to the Transferred Permits, any Purchased Contracts (if applicable); and (d) Purchaser shall have delivered to Sellers all of the items set forth in Section 4.3. Section 9.3. Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions are subject to the 65 4844-9981-3577v6 4821-9091-9881.v1