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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 8 of 207
<br /> "Bidding Procedures Order" means the Order (A) Approving Bidding and Sale
<br /> Procedures with Respect to the Sale of Substantially All Assets, (B) Authorizing the Entry Into a
<br /> Stalking Horse Agreement and the Provision of Stalking Horse Protections, (C) Scheduling an
<br /> Auction and Sale Hearing and Approving the Form and manner of Notice Thereof, (D)
<br /> Approving the Procedures for the Assumption and Assignment of Executory Contracts and
<br /> Unexpired Leases, and (E) Granting Related Relief entered by the Bankruptcy Court on August
<br /> 12, 2020 [Docket No. 232].
<br /> "Black Lung Act" means, collectively, the Federal Coal Mine Safety and Health Act of
<br /> 1969, the Black Lung Benefits Act of 1972, the MSHA, the Black Lung Benefits Reform Act of
<br /> 1977, and the Black Lung Benefits Amendments of 1981, in each case as amended.
<br /> "Bonded Colorado Property Assets" means those real property assets of Sellers
<br /> described as Colorado Property in Asset Group 6 of the Bidding Procedures Order, which are
<br /> subject to one or more Permits that has an associated bond or other asset retirement obligation, to
<br /> the extent any such real property assets are not included in the McClane Canyon Reserve Assets.
<br /> "Business Day" means any day other than a Saturday, a Sunday or any other day on
<br /> which commercial banks in New York, New York are authorized or required by Law to close.
<br /> "CAM Mining Assets" means those assets of Sellers described in Asset Group 2 of the
<br /> Bidding Procedures Order.
<br /> "Castle Valley Assets" means those assets of Sellers described in Asset Group 3 of the
<br /> Bidding Procedures Order and the Castle Valley Coal Inventory.
<br /> "Castle Valley Coal Inventory" means all coal inventory located on (or, to the extent in
<br /> possession of Sellers at the Closing, mined or extracted from)the Castle Valley Assets.
<br /> "Causes ofAction" means any action, claim, cause of action, controversy, demand, right,
<br /> action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, credit, judgment,
<br /> account, defense, offset, power, privilege, license, franchise, lawsuit, investigation, arbitration,
<br /> formal inquiry, audit, citation, summons, subpoena, notice of violation, proceeding or litigation,
<br /> whether civil, criminal, administrative, regulatory, at law, in equity or otherwise, of any kind or
<br /> character whatsoever, whether known, unknown, contingent or noncontingent, matured or
<br /> unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured
<br /> or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition
<br /> Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. For the
<br /> avoidance of doubt, "Cause of Action" includes: (a) any right of setoff, counterclaim, or
<br /> recoupment and any claim for breach of contract or for breach of duties imposed by law or in
<br /> equity; (b) any claim based on or relating to, or in any manner arising from, in whole or in part,
<br /> tort, breach of contract, breach of fiduciary duty, violation of state or federal law or breach of
<br /> any duty imposed by law or in equity, including securities laws, negligence, and gross
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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