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 28 of 207 unrecouped minimum, advance or pre-paid production royalties, all buildings and other structures, facilities or tenant or leasehold improvements located on the real property that is the subject of the Purchased Leases, all fixtures, systems, equipment and items of personal property of the Sellers attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing (and any present or future rights, title and interests arising from or related to the foregoing) (collectively, the "Purchased Leased Real Property"); (iii) all machinery and equipment (owned or leased) and other tangible personal property assets (including all mobile mining equipment and components thereof), in each case that are owned and used or held for use by Sellers in connection with the Purchased Operations, whether situated on the Purchased Real Property or elsewhere, including the assets set forth on Schedule 2.1(b)(iii) that are not Excluded Assets ("Purchased Machinery and Equipment"), and all of Sellers' rights under warranties, indemnities, licenses and all similar rights against third parties with respect to the machinery, equipment and other tangible personal property assets referenced in this clause (iii); (iv) the Purchased Coal Inventory and all other inventory of any kind or nature, merchandise, goods and disposables, maintained, held or stored by or for the Sellers in connection with the Purchased Operations on the Closing Date, whether or not prepaid, and located, held or owned on or at the Purchased Operations, and any prepaid deposits for any of the same; (v) subject to Section 8.5(d), all right, title and interest of Sellers now or hereafter existing, in, to and under the Contracts listed on Schedule 2.1(b)(v) that are unexpired as of the Closing Date and that have not been rejected or terminated (and are not the subject of a notice of rejection or a pending rejection motion) by any Seller (as such schedule may be modified pursuant to Section 8.5(d)) (collectively, the "Purchased Contracts"), in each case as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement; (vi) subject to any required approval by the appropriate Governmental Body, all Permits and Licenses held by any Seller that relate to the Purchased Operations or the Purchased Assets and are set forth on Schedule 2.1(b)(vi) that are not Excluded Assets (collectively, the "Transferred Permits"); (vii) all cash or other escrowed property securing any bonds posted in connection with the Purchased Assets or Purchased Operations, including without limitation any bonds with respect to, or securing the reclamation or bonding obligations arising from, the Transferred Permits if and when released following transfer of the Transferred Permits; 23 4844-9981-3577v6 4821-9091-9881.v1