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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 15 of 207
<br /> "Jewell Valley Assets" means (i)those assets of Sellers described in Asset Group 5 of the
<br /> Bidding Procedures Order; (ii)the Jewell Valley Coal Inventory; and (iii)the Jewell Valley Plant
<br /> Assets.
<br /> ,'Jewell Valley Coal Inventory" means all coal inventory located on (or, to the extent in
<br /> possession of Sellers at the Closing, mined or extracted from)the Jewell Valley Assets.
<br /> "Jewell Valley Plant Assets" means those assets of Sellers described as Jewell Valley
<br /> Plant in Asset Group 6 of the Bidding Procedures Order (which for purposes of clarity includes
<br /> Flatrock Plant and Raven Loadout).
<br /> "Knowledge of Sellers" or "Sellers'Knowledge" means the actual knowledge, after due
<br /> inquiry, of those individuals identified on Schedule 1.1(b).
<br /> "Law" means any federal, state, local or foreign law, statute, code, ordinance, rule,
<br /> regulation, order, judgment, writ, stipulation, award, injunction or decree or common law
<br /> requirement.
<br /> "Lease Assignment and Assumption Agreements" means the agreements for the
<br /> assignment and assumption of the Leases that are Purchased Contracts, in one or more forms to
<br /> be mutually agreed among the Parties.
<br /> "Leases" means all Contracts pursuant to which interests in real property are let, leased
<br /> or subleased by the Sellers, as tenant, subtenant, lessee or sublessee, or pursuant to which a
<br /> Seller has been granted a possessory interest or right to use or occupy all or any portion of the
<br /> same, including any and all mining leases, coal leases, coal mining leases, underground coal
<br /> mining and gob gas leases, coal land leases, coal degasification leases, use agreements or other
<br /> occupancy agreements, agreements to use haul roads, utility easements and other rights of way
<br /> and easements and all short form leases, memoranda and amendments relating to the foregoing
<br /> together with, in each case to the extent let, leased, used or occupied by the Sellers, any and all
<br /> underground and surface coal reserves, mineral rights, oil and gas rights and interests, mining
<br /> rights, surface rights, water rights, rights of way, unrecouped minimum, advance or pre-paid
<br /> production royalties, all buildings and other structures, facilities or improvements located on the
<br /> real property that is the subject of such Contracts, all fixtures, systems, equipment and items of
<br /> personal property of the Sellers attached or appurtenant thereto, and all easements, licenses,
<br /> rights and appurtenances relating to the foregoing (and any present or future rights, title and
<br /> interests arising from or related to the foregoing).
<br /> "Leesville Land" means Leesville Land LLC, a Delaware limited liability company.
<br /> "Legal Proceeding" means any judicial, administrative or arbitral actions, suits,
<br /> proceedings (public or private) or any proceedings by or before a Governmental Body.
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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