NOW, THEREFORE, in consideration of the representations, warranties, covenants, and
agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.
PURCHASE AND SALE; BANKRUPTCY COURT FILINGS.
(a) Purchase and Sale. Upon the terms and
conditions hereinafter set forth, at the Closing, Seller shall sell, assign and convey to Purchaser, and Purchaser shall purchase and accept from Seller, the following (the Purchased Assets), free and clear of any lien (as
defined in Section 101(37) of the Bankruptcy Code), encumbrance, claim (as defined in Section 101(5) of the Bankruptcy Code), license, charge, mortgage, deed of trust, option, pledge, security interest, restriction or similar interests,
title defects, hypothecations, easements, rights of way, encroachments, orders, conditional sale or other title retention agreements and other similar impositions, imperfections or defects of title or restrictions on transfer or use or other
encumbrance of any kind (Encumbrance), except, solely in the case of the Property, for Permitted Title Exceptions (and deemed Permitted Title Exceptions), and in accordance with the terms of this Agreement:
(i) All right, title and interest of Seller and its Affiliates in and to (A) the Property, (B) the rights,
privileges, grants and easements appurtenant to the Land, if any, including development rights and all of Sellers right, title and interest, if any, in and to all easements, licenses, covenants, and other rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land, and (C) any guarantees, licenses (other than with respect to Intellectual Property (as
hereinafter defined)), approvals, certificates, consents, authorizations, variances, and warranties relating to the Property and permits and any documents or other materials submitted in connection therewith;
(ii) To the maximum extent permitted by the Bankruptcy Code and applicable laws, all right, title, interest and obligations of
Seller in and to the agreements described in Exhibit B attached hereto and made a part hereof (collectively, the Transferred Contracts); provided that (A) Purchaser
shall be solely responsible for the performance of the obligations of Seller under the Transferred Contracts that become due from and after the Closing, solely to the extent relating to facts, occurrences or other circumstances first arising after,
Closing (and Purchaser shall assume no other liabilities or obligations of any type whatsoever, including any tax liabilities) and (B) Seller and its Affiliates shall be solely responsible for the payment of any and all Cure Costs in connection
with the assumption of the Transferred Contracts. As used herein, Cure Costs means, with respect to any Transferred Contract, any and all monetary amounts, costs or expenses that must be paid or satisfied pursuant to
Section 365(b)(1) of the Bankruptcy Code to effectuate the assumption and assignment to Purchaser of such Transferred Contract, as determined by a final order of the Seller Bankruptcy Court or agreed to by Seller and the applicable counterparty
to the applicable Transferred Contract;
(iii) All right, title and interest of Seller and its Affiliates in and to the
following: (A) all fixtures, materials, equipment, inventory and property relating to the Property that (1) are described in Exhibit C-1 attached hereto
and made a part hereof and were located on the Property as of July 10, 2023 (the Visit Date) or
2