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 9 of 207 negligence; (c) the right to dispute, object to, compromise, or seek to recharacterize, reclassify, subordinate or disallow any "claim" (as defined in section 101(5) of the Bankruptcy Code) or interests; (d) any "claim" (as defined in section 101(5) of the Bankruptcy Code) pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (f) any state or foreign law fraudulent transfer or similar claim. "Challenged Assets" means those Purchased Vehicles that the Creditors' Committee has asserted an Initial Challenge (as defined in the DIP Order) under the DIP Order as not subject to a valid, binding, and properly perfected Prepetition Lien prior to the deadline for Initial Challenges set forth in the DIP Order. "Challenges" has the meaning ascribed to such term in the DIP Order. "Coal Act" means the Coal Industry Retiree Health Benefit Act of 1992, 26 U.S.C. §§ 9701, etsey. "COBRA Coverage" means the health continuation coverage requirements under Section 4980B of the Code and Part 6 of Title I of ERISA or any similar provision under applicable state Law. "Code" means the Internal Revenue Code of 1986. "Colorado Permits" means those Permits with no associated bonds or other asset retirement obligation held by CAM-Colorado LLC in connection with Colorado Property Assets to be terminated in connection with the Closing. "Colorado Property Assets" means those real property assets of Sellers described as Colorado Property in Asset Group 6 of the Bidding Procedures Order (and for purposes of clarity excludes the McClane Canyon Reserve Assets), but expressly excludes any Bonded Colorado Property Assets. "Committee" means the Official Committee of Unsecured Creditors (if appointed) in the Bankruptcy Cases. "Competing Transaction" means any transaction (or series of transactions) involving the direct or indirect sale, transfer or other disposition of all or any portion of the Purchased Assets to a purchaser other than Purchaser or effecting any other transaction (including a chapter 11 plan)the consummation of which would be substantially inconsistent with the Transactions. "Complementary Transactions" means those certain transactions contemplated by purchase agreements entered into on or about the date hereof or purchase agreements entered into following the Auction Date as a result of the auction concerning the Transactions and the 4 4844-9981-3577v6 4821-9091-9881.v1