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 71 of 207 fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Sellers in whole or in part in their respective sole discretion): (a) there shall not be in effect any Order restraining, enjoining, staying or otherwise prohibiting the consummation of the Transactions; and (b) the Sale Order shall have been entered by the Bankruptcy Court in a form satisfactory to Purchaser in its discretion, shall be in full force and effect, shall not be stayed, shall not have been modified or amended without the written consent of the Parties and shall not have been reversed or vacated. Section 9.4 Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in Sections 9.1, 9.2 or 9.3, as the case may be, if such failure was caused by such Party's breach of any provision of this Agreement. ARTICLE X. TAXES AND APPORTIONMENTS Section 10.1. Transfer Taxes. All documentary, stamp, transfer, motor vehicle registration, sales, use, value added, excise and other similar non-income Taxes and all filing and recording fees (and any penalties and interest associated with such Taxes and fees) arising from or relating to the consummation of the Transactions and not exempted by Section 1146(c) of the Bankruptcy Code (collectively, "Transfer Taxes") will be borne by Purchaser, regardless of the Party on whom Liability is imposed under the provisions of the Laws relating to such Transfer Taxes. Sellers and Purchaser will consult and cooperate in timely preparing and making all filings, Tax Returns, reports and forms as may be required to comply with the provisions of the Laws relating to such Transfer Taxes and will cooperate and otherwise use their respective reasonable best efforts to obtain any available refunds for or exemptions from such Transfer Taxes, including preparing exemption certificates and other instruments as are applicable to claim available exemptions from the payment of Transfer Taxes under applicable Law and executing and delivering such affidavits and forms as are reasonably requested by the other Party. Purchaser shall be responsible for preparing and filing all necessary Tax Returns or other documents with respect to Transfer Taxes; provided, however, that in the event any such Tax Return requires execution by the other Party, the Party responsible for preparing the Tax Return shall deliver it to the other Party not less than 10 days before the due date thereof, and the other Party shall promptly execute such Tax Return and return it to the Party responsible for filing it. Section 10.2. Purchase Price Allocation. (a) As promptly as practicable after the Closing Date, but no later than 120 days thereafter, Purchaser will prepare and deliver to Sellers an allocation schedule setting forth the amounts of the Purchase Price to be allocated among Sellers and among the Purchased Assets of each Seller, pursuant to (and to the extent necessary to 66 4844-9981-3577v6 4821-9091-9881.v1