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 74 of 207 Purchased Assets are located; provided, however, that neither Purchaser nor Sellers shall be required to disclose the contents of its income Tax Returns to any Person other than the Parties. For the avoidance of doubt, Purchaser shall prepare and file Tax Returns with respect to Apportioned Taxes and, to the extent required by applicable law, Sellers shall promptly execute and return such Tax Returns to Purchaser for timely filing. Any expenses incurred in furnishing such information or assistance pursuant to this Section 10.4(e) shall be borne by the Party requesting it. Any Tax refund of Sellers that is attributable to Purchaser's payment of Apportioned Taxes pursuant to Section 10.4(b) shall be promptly paid to Purchaser. Section 10.5. Reimbursement for Apportionments. In the event that Purchaser or any Seller makes any payment of Apportioned Rentals, Apportioned Taxes or Apportioned Utilities for which it is entitled to reimbursement under Section 10.4, the applicable Party shall make such reimbursement no later than 10 days after the presentation of a statement setting forth the amount of the reimbursement to which the party presenting the statement is entitled along with such supporting evidence as is reasonably necessary to calculate the reimbursement amount. Any amounts which may become payable from any Seller to Purchaser shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by law. Section 10.6. FIRPTA. On or before the Closing Date, each Seller shall deliver to Purchaser a certification that it is not a foreign person in accordance with Section 1445 of the Code. ARTICLE XI. MISCELLANEOUS Section 11.1. No Survival of Representations and Warranties. The Parties agree that the representations and warranties contained in this Agreement will not survive the Closing hereunder, and none of the Parties will have any Liability to each other after the Closing for any breach thereof. The Parties agree that the covenants contained in this Agreement to be performed at or after the Closing will survive the Closing hereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party will be liable to the other after the Closing for any breach thereof. Section 11.2. Expenses. Except as otherwise expressly provided in this Agreement (including Section 4.6), whether or not the Transactions are consummated, each of Sellers and Purchaser will bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the Transactions and all proceedings incident thereto. Section 11.3. Injunctive Relief. (a) The Parties agree that irreparable damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that damages at law may be an 69 4844-9981-3577v6 4821-9091-9881.v1