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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 11 of 207
<br /> "DIP Secured Parties" has the meaning ascribed to such term in the DIP Order.
<br /> "Disputed Lease" means that certain lease between Pocahontas Land LLC and
<br /> Pocahontas Surface Interests LLC, as lessors, and Hampden Coal, LLC as lessee, subleased in
<br /> part to Seller, CAM Kentucky Real Estate LLC, which sublease is a Purchased Lease.
<br /> "Documents" means all books, records, files, manuals, data and records, in each case to
<br /> the extent relating to any Purchased Asset, Hired Employee or Assumed Liability, including all
<br /> records, data and other information stored in any format or media, including on hard drives, hard
<br /> copy or other media, databases except for (i) records that any Seller is prohibited from disclosing
<br /> or transferring under any applicable Law, and (ii) information entitled to legal privilege,
<br /> including attorney work product and attorney client communications (except for title opinions,
<br /> which shall be included in the Documents), including, subject to the exceptions set forth above in
<br /> clauses (i) and (ii), to the extent relating to any Purchased Asset, Hired Employee or Assumed
<br /> Liability, all: (A) reserve, land, operation, production, engineering, preparation, marketing,
<br /> sales, transportation, cost and pricing, business plans, equipment and other files and records,
<br /> including all lease records, division order records, property ownership reports and files, contract
<br /> files and records, title records (including abstracts of title, title opinions and memoranda, and
<br /> title curative documents), correspondence, production records, prospect files, and other prospect
<br /> information, supplier lists and files, customer lists and files, regulatory files, environmental and
<br /> health and safety files (excluding employee medical records), and Tax and financial accounting
<br /> records and (B) data including proprietary and non-proprietary engineering, geological,
<br /> geophysical, seismic, quality, and product specification data, files and records (but only to the
<br /> extent transferable without material restriction (including a material restriction against
<br /> assignment without prior consent), other than restrictions that are unenforceable under the
<br /> Bankruptcy Code or that are removed by the Sale Order, inclusive of maps, logs, core analysis,
<br /> formation tests, cost estimates, studies, plans, prognoses, surveys and reports, and including raw
<br /> data and any interpretive data or information relating to the foregoing, and any other proprietary
<br /> data in the possession or control of any Seller or which any Seller has the right to obtain (either
<br /> without the payment of money or delivery of other consideration or unreasonable burdensome
<br /> effort).
<br /> "Employee" means any employee of any Seller on the date hereof, as well as any
<br /> additional individuals who become employees of any Seller in the Ordinary Course of Business
<br /> during the period from the date hereof through and including the Closing Date.
<br /> "Environmental Claim" shall mean any Legal Proceeding brought pursuant to any
<br /> Environmental Law.
<br /> "Environmental Law" means any applicable Law relating to (i) the pollution (including,
<br /> without limitation, acid mine drainage), restoration or Reclamation of the environment or natural
<br /> resources, (ii)the protection of the environment, natural resources, or human health or safety, or
<br /> (iii) the presence, manufacture, distribution, use, transport, treatment, storage, disposal, Release
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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