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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 16 of 207 <br /> "Liability" means any debt, loss, liability, claim (including "claim" (as defined in <br /> section 101(5) of the Bankruptcy Code)), commitment, demand, responsibility, suit, judgment, <br /> undertaking, damage, expense, fine, penalty, cost, royalty, deficiency or obligation (including <br /> those arising out of any action, such as any settlement or compromise thereof or judgment or <br /> award therein), of any nature, whether known or unknown, disclosed or undisclosed, express or <br /> implied, primary or secondary, direct or indirect, matured or unmatured, determined or <br /> indeterminable, disputed or undisputed, secured or unsecured, joint or several, fixed, absolute, <br /> contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due, <br /> and whether in contract, tort or otherwise, and whether or not required to be accrued on the <br /> financial statements of any entity or individual. <br /> "Licenses" means the licenses, qualifications, franchises, certificates, consents, <br /> authorizations, approvals, Orders, and concessions used or held for use by Sellers, and all <br /> pending applications for additional licenses, renewals of existing licenses, or amendments to <br /> existing licenses which have been submitted to any Governmental Body by any Seller. <br /> "Lien" means any "interest" as that term is used in section 363(f) of the Bankruptcy <br /> Code, lien (statutory or otherwise), mechanic's, workmen's, repairmen's, materialmen's, <br /> warehousemen's, carrier's and other similar statutory or inchoate lien, covenant, encroachment, <br /> encumbrance, pledge, mortgage, deed of trust, security interest, claim (including "claim" (as <br /> defined in section 101(5) of the Bankruptcy Code)), lease, sublease, charge, option, right of first <br /> offer or first refusal, right of use or possession, restriction, easement, servitude, restrictive <br /> covenant, condition, encroachment or any other similar encumbrance, third party interest, other <br /> survey defect, charge, hypothecation, deemed trust, action, or restriction, whether imposed by <br /> Law, Contract, equity or otherwise. <br /> "McClane Canyon Reserve Assets" means those assets of Sellers described as McClane <br /> Canyon Reserve in Asset Group 6 of the Bidding Procedures Order. <br /> "Mining" means the exploration, extraction, processing, storage and transportation of <br /> coal and non-coal minerals and the Reclamation of lands used for such activities. <br /> "Mining and Mining Safety Law" means all Laws relating to Mining and Mining safety, <br /> including (i) SMCRA (including its implementing regulations and any state statutes or <br /> regulations implementing SMCRA); (ii) MSHA; (iii) OSHA; (iv) acid and toxic mine drainage <br /> requirements; and (v)regulations relating to Mining operations and activities, including <br /> Reclamation. <br /> "Mining Permits" means any Permit or any other permit, license, authorization, <br /> approval, registration, waivers, filings, certifications, notifications, exemptions, clearances, or <br /> entitlement required by or issued pursuant to any Mining and Mining Safety Law. <br /> 11 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />