2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 19 of 207 "Priming Taxes" means all unpaid Taxes assessed on the Purchased Assets that are not permitted to be discharged in the Bankruptcy Cases and must be paid to transfer the Purchased Assets free and clear of any statutory senior priority lien on the Purchased Assets. "Professional" means any Person retained by the Sellers or the Committee in the Bankruptcy Cases pursuant to an Order of the Bankruptcy Court under Section 327, 363 or 1103 of the Bankruptcy Code, or any Person retained by the DIP Lenders or the Purchaser in connection with the Bankruptcy Cases. "Professional Fee Claims" means any administrative claim for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals in connection with the Bankruptcy Cases through and including the Closing Date to the extent such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional's requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim. "Purchased Asset Group 6 Assets" means (i) the Purchased Colorado Property Assets and (ii) those certain assets of Sellers described as Taylorsville Reserve, Leesville Reserve, and McClane Canyon Reserve in Asset Group 6 of the Bidding Procedures Order. "Purchased Coal Inventory" means all coal inventory located on (or, to the extent in possession of Sellers at the Closing, mined or extracted from) the properties owned, leased or otherwise controlled by Sellers or all coal in transit or otherwise belonging to the Sellers, less the Castle Valley Coal Inventory and the Jewell Valley Coal Inventory to the extent purchased in a Complementary Transaction. "Purchased Colorado Property Assets" means the Colorado Property Assets (which for purposes of clarity does not include the McClane Canyon Reserve Assets). "Purchased Operations" means the operations of Sellers related to the CAM Mining Assets, Hopedale Mining Assets, the Bonded Colorado Property Assets, the Purchased Asset Group 6 Assets and Leesville Land. "Purchased Real Property" means the Owned Real Property, except for any Owned Real Property set forth in Schedule 2.2(f) as an Excluded Asset, and the Purchased Leased Real Property. "Purchased Working Capital" means the Accounts Receivable and the Purchased Coal Inventory. "Purchaser Material Adverse Effect" means any event, change, effect, condition, state of facts or occurrence (regardless of whether such event, change, effect, condition, state of facts or 14 4844-9981-3577v6 4821-9091-9881.v1