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 72 of 207 comply with) Section 1060 of the Code and the applicable regulations promulgated thereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the "Proposed Allocation Statement"). Sellers will have 30 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser in writing (an "Allocation Notice of Objection") of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a) the Proposed Allocation Statement will be conclusive and binding on all Parties and will become the "Final Allocation Statement." If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Sellers will use their reasonable best efforts to agree on the allocations. If Purchaser and Sellers agree in writing on an allocation schedule during such period, such allocation schedule shall be conclusive and binding on all Parties and shall become the Final Allocation Statement. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be determined in writing by Purchaser after taking into account in good faith Sellers' objections, and such written determination shall be conclusive and binding on all Parties and shall become the Final Allocation Statement. For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Sellers and their respective estates. (b) Sellers and Purchaser and their respective Affiliates will report, act, and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation Statement. Neither Sellers nor Purchaser will take any position (whether in audits, tax returns, or otherwise) that is inconsistent with the Final Allocation Statement unless required to do so by applicable Law. Section 10.3. Cooperation and Audits. Purchaser, its Affiliates and Sellers will cooperate fully with each other regarding Tax matters and will make available to the other as reasonably requested all information, records and documents relating to Taxes governed by this Agreement until the expiration of the applicable statute of limitations or extension thereof or the conclusion of all audits, appeals or litigation with respect to such Taxes;provided, however, that in the event that Sellers desire to destroy or dispose of any such records, Sellers shall first notify the Purchaser and offer to deliver, at Purchaser's expense, any or all of such records and documents relating to Taxes governed by this Agreement as Purchaser may request. Section 10.4. Apportionment for Taxes, Real Property Matters and Utilities. (a) All rentals and royalties, excluding all un-recouped minimum royalties existing as of the Closing which shall be transferred to Purchaser or the relevant Designated Purchasers with the Purchased Leases, payable by Sellers to the lessors or sublessors under the Purchased Leases ("Apportioned Rentals") shall be apportioned as of the Closing Date (on a per diem basis to the extent practicable). 67 4844-9981-3577v6 4821-9091-9881.v1