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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 23 of 207
<br /> add-on minimum, accumulated earnings, personal holding company, net worth, intangibles,
<br /> gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits,
<br /> intangibles, goods and services, customs duties, conveyance, mortgage, registration,
<br /> documentary, recording, premium, inventory, capital stock, license, withholding, payroll,
<br /> employment, social security, unemployment, unemployment insurance, severance,
<br /> environmental (including taxes under Section 59A of the Code), disability, workers'
<br /> compensation, health care natural resources, excise, severance, stamp, occupancy, rent, real
<br /> property, personal property, estimated or other similar taxes, duties, levies or other governmental
<br /> charges or assessments or deficiencies thereof, (b) any item described in clause (a) for which a
<br /> taxpayer is liable as a transferee or successor, by reason of the regulations under Section 1502 of
<br /> the Code, or by contract, indemnity or otherwise, and (c) all interest, penalties, fines, additions to
<br /> tax or additional amounts imposed by any Tax Authority in connection with any item described
<br /> in clause (a) or(b).
<br /> "Taylorsville Reserve Assets" means those assets of Sellers described as Taylorsville
<br /> Reserve in Asset Group 6 of the Bidding Procedures Order.
<br /> "Trade Payables" means the accrued and unpaid post-petition trade payables of any
<br /> Seller for goods or services received prior to the Closing (whether billed or unbilled), including
<br /> royalties and amounts due under capital leases.
<br /> "Transaction Document" means this Agreement, the General Assignments and Bills of
<br /> Sale, the Lease Assignment and Assumption Agreements, Permit Operating Agreement, and any
<br /> other agreements, certificates, instruments or documents executed and delivered pursuant to this
<br /> Agreement.
<br /> "Transactions" means the transactions contemplated by this Agreement.
<br /> "Workers'Compensation Laws" means any state Law imposing Liability on an employer
<br /> due to an employee claiming or having suffered or incurred any work related accident, injury,
<br /> disease, exposure, illness, disability or other adverse mental or physical condition in the course
<br /> of and resulting from covered employment, including those Liabilities arising out of an
<br /> employee's and his or her beneficiaries' rights under such Laws.
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<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
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