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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 20 of 207
<br /> occurrence constitutes a breach of any representation, warranty or covenant of Purchaser
<br /> hereunder) which has had or would reasonably be expected to have, individually or when
<br /> considered together with any other event, change, effect, condition, state of facts or occurrence, a
<br /> material and adverse effect on the ability of Purchaser to consummate the Transactions or
<br /> perform its obligations under this Agreement.
<br /> "Reclamation" means reclamation, revegetation, recontouring, abatement, control or
<br /> prevention of adverse effects of mining activities, including all reclamation required pursuant to
<br /> any applicable Licenses, Leases or Permits.
<br /> "Release" shall mean any release, spill, emission, leaking, pumping, pouring, dumping,
<br /> emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration of Hazardous
<br /> Materials (including, without limitation, acid mine drainage and the abandonment or discarding
<br /> of barrels, containers or other closed receptacles containing Hazardous Materials) on or into the
<br /> indoor or outdoor environment or at, on, in, or from any property in violation of any
<br /> Environmental Law.
<br /> "Representative" means, with respect to any Person, any and all directors, officers,
<br /> partners, managers, employees, consultants, financial advisors, counsel, accountants and other
<br /> agents.
<br /> "Required Bonding" means the applicable reclamation bonds, letters of credit or other
<br /> sources of collateral or financial assurance required for each Transferred Permit or Purchased
<br /> Contract sufficient to renew or replace all existing reclamation and surety bonds of the Sellers
<br /> related to the Transferred Permits or Purchased Contracts.
<br /> "Rhino Eastern Reserve Assets" means those assets of Sellers described as Rhino Eastern
<br /> Reserve in Asset Group 6 of the Bidding Procedures Order.
<br /> "Rich Mountain Reserve Assets" means those assets of Sellers described as Rich
<br /> Mountain Reserve in Asset Group 6 of the Bidding Procedures Order.
<br /> "Sale Hearing" means that hearing held by the Bankruptcy Court to consider the
<br /> approval of this Agreement and the entry of the Sale Order.
<br /> "Sale Order" means an Order in form and substance satisfactory to Purchaser and
<br /> Sellers, entered by the Bankruptcy Court or other court of competent jurisdiction, pursuant to,
<br /> inter alia, sections 105, 363 and 365 of the Bankruptcy Code, authorizing and approving, inter
<br /> alia, the sale of the Purchased Assets to Purchaser, the assumption and assignment of the
<br /> Purchased Contracts to Purchaser and the assumption by Purchaser of the Assumed Liabilities, in
<br /> each case, on the terms and conditions set forth herein, which order provides, at least, the
<br /> following: (a) pursuant to section 363(f) of the Bankruptcy Code and all other applicable Law,
<br /> the Purchased Assets will be transferred to Purchaser free and clear of all Liens and all Liabilities
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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