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 10 of 207 Complementary Transactions whereby Sellers have agreed to sell, transfer, or otherwise dispose of the Castle Valley Assets, the Jewell Valley Assets, the Rhino Eastern Reserve Assets, the Rich Mountain Reserve Assets, the Springdale Reserve Assets and the Hopedale Dock Assets to purchasers other than the Purchaser. "Contingent Assets" means those assets of Sellers included in the Hopedale Mining Assets, the Taylorsville Reserve Assets, the McClain Canyon Reserve Assets, and the Bonded Colorado Property Assets. "Contract" means any contract, agreement, commitment, understanding, arrangement, promise or undertaking (including any indenture, note, bond or other evidence of indebtedness, lease, instrument, license, lease, purchase order or other legally binding agreement) whether written or oral. "Contract Assignment and Assumption Agreements" means the agreements for the assignment and assumption of the Purchased Contracts (other than the Leases that are Purchased Contracts), in one or more forms to be mutually agreed among the Parties. "Creditors'Committee" has the meaning ascribed to such term in the DIP Order. "Cure Costs" means monetary liabilities of the Sellers that must be paid and obligations that otherwise must be satisfied under sections 365(b)(1)(A) and (B) of the Bankruptcy Code to cure the Sellers' monetary defaults under the Assignable Contracts in order for such Assignable Contracts to be assumed by the Purchaser, as such amounts are agreed upon by the Parties or determined by the Bankruptcy Court. "Cure Costs Estimate Notice" means a written notice from Sellers to Buyer dated and delivered contemporaneously with the execution and delivery of the Original Agreement setting forth an estimate of each of the Cure Costs for all Contracts listed in Schedule 5.5. "Cure Schedule"has the meaning ascribed to such term in the Bidding Procedures Order. "DIP Lenders" has the meaning ascribed to such term in the DIP Order. "DIP Facility" means that certain superpriority senior secured priming debtor-in- possession credit facility to be provided by certain Prepetition Lenders that is the subject of any interim or final orders entered by the Bankruptcy Court in any DIP Order. "DIP Order" means the Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens and Providing Superpriority Administrative Expense Status, (III) Granting Adequate Protection to the Prepetition Secured Parties, (IV)Modifying the Automatic Stay, and(V) Granting Related Relief entered by the Bankruptcy Court on August 12, 2020 [Docket No. 238]. 5 4844-9981-3577v6 4821-9091-9881.v1