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Case 1:20-bk-12043 Doc 124-1 Filed 07/29/20 Entered 07/29/20 20:57:30 Desc <br /> Exhibit A - Proposed Sale Order Page 14 of 43 <br /> obligations with respect to any liabilities of the Debtors other than the Assumed Liabilities and <br /> will not and shall not be deemed or considered, by any theory of law or equity, (i) to be a legal <br /> successor in any respect to the Debtors or their estates as a result of the consummation of the <br /> Sale Transaction contemplated by the Stalking Horse Agreement or any other event occurring in <br /> these Chapter 11 Cases; (ii) to be the successor of or successor employer (as described under <br /> COBRA and applicable regulations thereunder) to the Debtors, including without limitation with <br /> respect to any Collective Bargaining Agreement, to any Seller Benefit Plan (as defined in the <br /> Stalking Horse Agreement), under the Coal Act, or under any common law successor liability, <br /> and shall instead be, and be deemed to be, a new employer with respect to any and all federal or <br /> state unemployment Laws, including any unemployment compensation or tax Laws, or any other <br /> similar federal or state Laws; (ill) to have, de facto or otherwise, merged or consolidated with or <br /> into the Debtors or their estates; (iv) to have a common identity with the Debtors; (e) to have a <br /> continuity of enterprise with the Debtors; (v) to be a continuation, or substantial continuation, or <br /> hold themselves out as a mere continuation of the Debtors or any enterprise of the Debtors or <br /> their estates; or (vi) to be liable for any acts or omissions of Debtors in the conduct of the <br /> Business or arising under or related to the Assets. There is no continuity of enterprise with the <br /> Debtors by any theory of law or equity. <br /> W. Compliance with Bankruptcy Code. The consummation of the transactions <br /> contemplated by the Stalking Horse Agreement and Sale Transaction is legal, valid, and properly <br /> authorized under all applicable provisions of the Bankruptcy Code, including without limitation <br /> sections 105(a), 363(b), 363(f), 363(m), 365(b), and 365(f) of the Bankruptcy Code and all of the <br /> applicable requirements of such sections have been or will be complied with in respect of the <br /> Sale Transaction as of the Closing Date. <br />