2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

Home Browse Search

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 30 of 207 onto the real property subject to such Lease to conduct reclamation activities, remove equipment, or otherwise in connection with the Purchased Operations (the "Purchased Residual Lease Rights"); (xx) all automobiles, trucks and trailers owned by Sellers used in connection with the Purchased Operations, other than any PMSI Equipment (the "Purchased Vehicles"); and (xxi) all overriding royalties, notes receivable, deferred payments, non-cash proceeds or future revenue streams granted to Sellers as part of the consideration for any of the Complementary Transactions or Competing Transactions; and (xxii) all proceeds and products of any and all of the foregoing Purchased Assets. Section 2.2. Excluded Assets. Nothing herein contained will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Sellers will retain all right, title and interest to, in and under the Excluded Assets. The term "Excluded Assets" means all assets, properties and rights of any Seller other than the Purchased Assets, including: (a) any Contract that is not a Purchased Contract; (b) all rights, "claims" (as defined in Section 101(5) of the Bankruptcy Code), Causes of Action and credits not described as a Purchased Asset in Section 2.1(b)(xiii), including all such rights, "claims," Causes of Action and credits to the extent relating to any Excluded Asset or Excluded Liability, including any such item to the extent arising under any guarantee, warranty, indemnity or similar right in favor of a Seller in respect of an Excluded Asset or Excluded Liability and any and all Causes of Action under Sections 544, 545, 547, 548, 549, 550, 551 and 724(a) of the Bankruptcy Code; (c) any shares of capital stock or other equity interest of any of Sellers (other than Leesville Land) or any of their Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any of Sellers or any of their Subsidiaries; (d) the Purchase Price and all rights, claims and causes of action of Sellers under this Agreement and the other agreements executed in connection with the transactions contemplated herein; (e) any claim, right or interest of any Seller in or to any refund, rebate, abatement or other recovery for Taxes that is not a Pre-Paid Expense, together with any interest due thereon or penalty rebate arising therefrom; 25 4844-9981-3577v6 4821-9091-9881.v1