|
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 22 of 207
<br /> occurrences, a material adverse effect on the operations or performance of the Purchased
<br /> Operations, the Purchased Assets or the Assumed Liabilities, considered as a whole, other than
<br /> any event, change, effect, condition, state of facts or occurrence resulting from (a) any change in
<br /> the United States or foreign economies or financial markets in general, (b) any change that
<br /> generally affects the mining, processing, marketing, sale or use of thermal or metallurgical coal
<br /> or other carbon based sources of energy or power, (c) any change arising in connection with acts
<br /> of God (including earthquakes, storms, severe weather, fires, floods and natural catastrophes),
<br /> hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material
<br /> worsening of any such hostilities, acts of war, sabotage or terrorism or military actions (in each
<br /> case including cyberterrorism), (d) any change in applicable Laws or accounting rules, (e) any
<br /> actions taken or proposed to be taken by Purchaser or any of its Affiliates, (f) any effect resulting
<br /> from the public announcement of this Agreement or the Bankruptcy Cases, (g) the
<br /> commencement, initiation, filing, or administration of any insolvency proceedings or cases by
<br /> any Seller or any of Sellers' respective Affiliates, and any effect resulting therefrom, (h) any
<br /> effect resulting from the commencement of the Bankruptcy Cases or as approved by the
<br /> Bankruptcy Court in the Bankruptcy Cases or any Seller's inability to pay certain obligations as
<br /> a result of the commencement of the Bankruptcy Cases, and (i) any failure of the Purchased
<br /> Operations or any Seller to meet any projections or forecasts for any period occurring on or after
<br /> the date hereof,provided, however, that with respect to clauses (a), (b), (c), and (d), such effects
<br /> shall not be excluded from the definition of"Seller Material Adverse Effect" to the extent it has,
<br /> or would reasonably be expected to have, a materially disproportionate adverse effect on the
<br /> Purchased Operations or Purchased Assets, in each case taken as a whole, as compared to other
<br /> similarly situated assets or operations.
<br /> "SMCRA" means the Surface Mining Control and Reclamation Act of 1977, 30 U.S.C.
<br /> §§ 1201 et seq.
<br /> "Springdale Reserve Assets" means those assets of Sellers described as Springdale
<br /> Reserve in Asset Group 6 of the Bidding Procedures Order.
<br /> "Subsidiary" means each corporation or other Person in which a Person owns or
<br /> controls, directly or indirectly, capital stock or other equity interests representing more than 50%
<br /> of the outstanding voting stock or other equity interests.
<br /> "Tax Authority" means any government, or agency, instrumentality or employee thereof,
<br /> charged with the administration of any Law or regulation relating to Taxes.
<br /> "Tax Return" means any return, declaration, report, estimate, information return or other
<br /> document relating to Taxes (including any related or supporting estimate, election, schedule,
<br /> statement or information and any attachment thereto or amendment thereof).
<br /> "Taxes" means (a) all federal, state, local, provincial, municipal, foreign or other taxes,
<br /> charges or other assessments, including, without limitation, all income, alternative, minimum,
<br /> 17
<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
<br />
|