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 31 of 207 (f) any properties or other assets set forth on Schedule 2.2(f); (g) all insurance proceeds, reserves, benefits or claims of any Seller or its Subsidiaries under the Insurance Policies not described as a Purchased Asset in Section 2.1(b)(x); (h) all cash, cash equivalents and escrowed property of Sellers other than as described as a Purchased Asset in Section 2.1(b)(vii); (i) any Documents prepared in connection with this Agreement or the Transactions or primarily relating to the Bankruptcy Cases, any minute books, stock ledgers, corporate seals and stock certificates of Sellers, any Documents that Sellers are required by Law to retain, other books and records that Sellers determine are necessary or advisable to retain, including Tax Returns, personnel records and financial statements, and other documents, books and records that relate exclusively to the Excluded Assets; provided, however, that Sellers shall provide Purchaser with reasonable access during normal business hours to inspect and copy any of the foregoing upon reasonable notice to Sellers to the extent Purchaser requires such access for any reasonable purpose, subject in all cases to the protection of attorney-client privileged information and otherwise subject to applicable confidentiality restrictions; 0) the Colorado Permits; and (k) the Castle Valley Assets, the Jewell Valley Assets, the Rhino Eastern Reserve Assets, the Rich Mountain Reserve Assets, the Springdale Reserve Assets and the Hopedale Dock Assets. Section 2.3. Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the Sale Order, Purchaser or the applicable Designated Purchaser will assume, effective as of the Closing, and will timely perform and discharge in accordance with their respective terms, only the following Liabilities (collectively, the "Assumed Liabilities"): (a) all Liabilities of any kind or character to the extent resulting from or arising out of or in connection with Purchaser's or its Affiliates' use, operation, possession or ownership of or interest in the Purchased Assets, only to the extent such Liability first arises following the Closing; (b) all Assumed Cure Costs; (c) in addition to the obligation of Purchaser to pay all Assumed Cure Costs, all Liabilities of Sellers under the Purchased Contracts that arise on or after the Closing Date; 26 4844-9981-3577v6 4821-9091-9881.v1