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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 12 of 207
<br /> or threatened Release of, or exposure to any Hazardous Material, including, without limitation,
<br /> the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
<br /> §§ 9601, etseq.; Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, etseq.; the Clean
<br /> Air Act, 42 U.S.C. §§ 7401, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251,
<br /> etseq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601, etseq.; the Emergency Planning
<br /> and Community Right to Know Act, 42 U.S.C. §§ 11001, etseq.; the Safe Drinking Water Act,
<br /> 42 U.S.C. §§ 300f, etseq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 etseq.; the
<br /> Occupational Safety and Health Act, 29 U.S.C. §§ 651, etseq., Mining and Mining Safety Law,
<br /> and any applicable tribal, state or local law counterparts, as the same may be reauthorized,
<br /> amended or otherwise modified from time to time.
<br /> "Environmental Permit" means any Permit or any other permit, license, authorization,
<br /> approval, registration, waiver, filing, certification, notification, exemption, clearance, or
<br /> entitlement required by or issued pursuant to any Environmental Law (including but not limited
<br /> to those required under or pursuant to any applicable Environmental Law for the construction,
<br /> maintenance and operation of any coal mine or related processing facilities or Reclamation and
<br /> restoration of land, water and any current, abandoned or former mines, and of any other
<br /> environment affected by such mines, as required pursuant to any Environmental Law).
<br /> "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
<br /> "ERISA Affiliate" means all employers (whether or not incorporated) that would be
<br /> treated together with any Seller or any of its Affiliates as a"single employer" within the meaning
<br /> of Section 414 of the Code or Section 4001 of ERISA.
<br /> "Excluded Pre-Closing Fines" means, collectively, any monetary fines and penalties
<br /> imposed by any Governmental Body to the extent relating to periods prior to the Closing Date or
<br /> imposed by a Governmental Body after the Closing Date but arising out of actions taken or facts
<br /> or circumstances existing prior to the Closing.
<br /> "Expense Reimbursement" means an amount not to exceed $250,000.00, but otherwise
<br /> equal to the reasonable out-of-pocket, documented third party costs, fees and expenses of
<br /> Purchaser (including reasonable costs, fees and expenses for legal, financial advisory,
<br /> accounting, engineering, environmental and other services and all filing fees, court costs and
<br /> other regulatory fees and expenses) related to due diligence and other investigation of the
<br /> Business, negotiation of this Agreement and the other agreements and documents contemplated
<br /> hereby, including the Bidding Procedures Order, DIP Order and the Sale Order (but not
<br /> including any of the foregoing amounts that are reimbursed to Purchaser or its Affiliates under
<br /> the DIP Facility), which amount shall constitute an administrative priority expense of the Sellers
<br /> under Section 364(c)(1) of the Bankruptcy Code if approved by the Bankruptcy Court.
<br /> "Final Order" means a judgment or Order of the Bankruptcy Court (or any other court of
<br /> competent jurisdiction) entered by the clerk of the Bankruptcy Court (or such other court) on the
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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