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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc <br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 79 of 207 <br /> Section IL IL Non-Recourse. No past, present or future director, officer, employee, <br /> incorporator, member, partner, equityholder, incorporator, manager, agent, attorney, <br /> Representative or Affiliate of the Parties or any of their Affiliates will have any Liability for any <br /> obligations or Liabilities of Sellers or Purchaser, as applicable, under this Agreement or any <br /> agreement entered into in connection herewith or for any claim based on, in respect of, or by <br /> reason of, the transactions contemplated hereby and thereby. Any claim or cause of action based <br /> upon, arising out of, or related to this Agreement or any agreement, document or instrument <br /> contemplated hereby may only be brought against Persons that are expressly named as Parties <br /> thereto, and then only with respect to the specific obligations set forth herein or therein. Other <br /> than the Parties, no other party will have any Liability or obligation for any of the <br /> representations, warranties, covenants, agreements, obligations or Liabilities of any Party under <br /> this Agreement or the agreements, documents or instruments contemplated hereby or of or for <br /> any Legal Proceeding based on, in respect of, or by reason of, the Transactions (including the <br /> breach, termination or failure to consummate such transactions), in each case whether based on <br /> contract, tort, fraud, strict liability, other Laws or otherwise and whether by piercing the <br /> corporate veil, by a claim by or on behalf of a Party or another Person or otherwise. In no event <br /> will any Person be liable to another Person for any remote, speculative or punitive damages with <br /> respect to the Transactions. <br /> Section 11.12. Counterparts. This Agreement may be executed in counterparts, each of <br /> which will be deemed to be an original copy of this Agreement and all of which, when taken <br /> together, will be deemed to constitute one and the same agreement. <br /> [SIGNATURE PAGE FOLLOWS] <br /> 74 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />