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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 27 of 207 <br /> Law. Reference to any Law means such Law as amended, modified, codified, <br /> replaced or re-enacted, in whole or in part, and in effect from time to time, including any <br /> successor legislation thereto and any rules and regulations promulgated thereunder, and <br /> references to any section or other provision of a Law means that section or provision of <br /> such Law in effect from time to time and constituting the substantive amendment, <br /> modification, codification, replacement or re-enactment of such section or other <br /> provision. <br /> Parties. References to any "Party" shall refer to Purchaser and each Seller, and <br /> references to the "Parties" shall refer to Purchaser and Sellers collectively;provided that, <br /> if the context requires, references to "Party" and "Parties" may be interpreted to refer to <br /> Purchaser, on the one hand, and Sellers collectively, on the other hand. <br /> (b) The Parties have participated jointly in the negotiation and drafting of this <br /> Agreement and, in the event an ambiguity or question of intent or interpretation arises, this <br /> Agreement will be construed as jointly drafted by the Parties and no presumption or burden of <br /> proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of <br /> this Agreement. <br /> ARTICLE II <br /> PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES <br /> Section 2.1. Purchase and Sale of Assets. (a) On the terms and subject to the <br /> conditions set forth in this Agreement, at the Closing, Purchaser or the applicable Designated <br /> Purchaser will purchase, acquire and accept from the applicable Seller, and each applicable <br /> Seller will sell, transfer, assign, convey and deliver to Purchaser or the applicable Designated <br /> Purchaser, all of such Seller's right, title and interest in, to and under the Purchased Assets, free <br /> and clear of all Liens and Liabilities (other than Permitted Exceptions and Assumed Liabilities). <br /> (b) The term "Purchased Assets" means all of the following properties, assets and rights <br /> of any Seller existing as of the Closing: <br /> (i) all right, title and interest in and to the Owned Real Property that is not an <br /> Excluded Asset; <br /> (ii) subject to Section 8.5(d), all right, title and interest of the Sellers in and to <br /> the real property leased by the Sellers pursuant to the Leases that are Purchased <br /> Contracts, which are set forth on Schedule 2.1(b)(ii) (the "Purchased Leases"), together <br /> with, in each case to the extent let, leased, used or occupied by the Sellers pursuant to the <br /> Purchased Leases, any and all underground and surface coal reserves, mineral rights, oil <br /> and gas rights and interests, mining rights, surface rights, water rights, rights of way, <br /> 22 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />