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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 14 of 207 <br /> "Hopedale Mining Assets" means those assets of Sellers described in Asset Group 4 of <br /> the Bidding Procedures Order. <br /> "Indebtedness" means, at any time and with respect to any Person: (a) all indebtedness <br /> of such Person for borrowed money; (b) all indebtedness of such Person for the deferred <br /> purchase price of property or services, all carry obligations, all conditional sale obligations and <br /> all obligations under any title retention agreement (other than Trade Payables, other expense <br /> accruals and deferred compensation items arising in the Ordinary Course of Business); (c) all <br /> obligations of such Person evidenced by notes, bonds, debentures or other similar instruments <br /> (other than performance, surety and appeal bonds arising in the Ordinary Course of Business in <br /> respect of which such Person's liability remains contingent); (d) all indebtedness of such Person <br /> created or arising under any conditional sale or other title retention agreement with respect to <br /> property acquired by such Person (even though the rights and remedies of the seller or lender <br /> under such agreement in the event of default are limited to repossession or sale of such property); <br /> (e) all obligation of such Person under leases which have been or should be, in accordance with <br /> GAAP, recorded as capital leases, to the extent to be so recorded; (f) all reimbursement, payment <br /> or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit <br /> or similar facilities; (g) any accrued interest, premiums, penalties, breakages, "make whole <br /> amounts" and other obligations relating to the foregoing that would be payable in connection <br /> with the repayment of the foregoing; (h) all Indebtedness of others referred to in clauses (a) <br /> through (f) above guaranteed directly or indirectly by such Person; and (i) all Indebtedness <br /> referred to in clauses (a) through (h) above secured by (or for which the holder of such <br /> Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in <br /> property (including accounts and contract rights) owned by such Person, even though such <br /> Person has not assumed or become liable for the payment of such Indebtedness. <br /> "Insurance Policies" means the insurance policies maintained by or for the benefit of the <br /> Sellers in effect on or prior to the Closing Date with respect to the Purchased Assets, the <br /> Purchased Operations, the Purchased Real Property, or the Assumed Liabilities. <br /> "Intellectual Property Right" means any trademark, service mark, trade name, trade <br /> dress, logo, domain name or URL, mask work, invention, patent, trade secret or other right in <br /> any proprietary business information (including data bases and data collections, pricing and cost <br /> information, business and marketing plans, and customer and supplier lists), copyright, right of <br /> publicity, know-how (including manufacturing and production processes and techniques, and <br /> research and development information), or any other intellectual property or similar proprietary <br /> industrial right of any kind or nature anywhere in the world (including any such rights in <br /> software and computer programs), and including (i) any issuances, registrations or applications <br /> for registration of any of the foregoing, (ii) all goodwill associated with any of the foregoing, and <br /> (iii) all rights to sue or recover and retain damages and costs and attorneys' fees for past, present <br /> and future infringement or misappropriation of any of the foregoing. <br /> 9 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />