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 32 of 207 (d) all Liabilities of Sellers (whether arising before, on or after the date hereof) arising out of or relating to the Transferred Permits, including such Liabilities thereunder arising out of or relating to all Reclamation and post-mining Liabilities of the Purchased Assets, excluding any Excluded Pre-Closing Fines; (e) all Liabilities relating to the Purchased Assets (and the use thereof) arising out of Environmental Laws, Mining and Mining Safety Laws, MSHA, and OSHA, in each instance arising out of actions taken or facts or circumstances existing following the Closing Date, but excluding for avoidance of doubt all Excluded Pre-Closing Fines; (f) all Liabilities or other obligations of Sellers arising under or from, or relating to, (i) the Black Lung Act with respect to a Hired Employee first occurring on or after the lapse of the statutory period following the Closing Date for Purchaser to become a responsible operator to and with respect to such Hired Employee under the Black Lung Act; or (ii) Workers' Compensation Laws with respect to a Hired Employee first arising out of an event that occurs after the Closing Date; (g) subject to Sections 2.4(d), 2.4(p) and 2.4(q), all Liabilities or other obligations with respect to the WARN Act or COBRA Coverage solely to the extent arising or accruing from, or as a result of, the actions of Purchaser or its Affiliates taken following the Closing with respect to a Hired Employee arising out of an event that occurs after the Closing Date; (h) all Transfer Taxes; (i) all Priming Taxes; and 0) all Taxes with respect to the Purchased Assets attributable to any Tax period or portion thereof that begins after the Closing Date. Section 2.4. Excluded Liabilities. Notwithstanding anything to the contrary set forth herein, Purchaser and/or the applicable Designated Purchaser will not assume and will be deemed not to have assumed, and Sellers will remain liable with respect to, the Excluded Liabilities. "Excluded Liabilities" means any and all Liabilities of Sellers other than the Assumed Liabilities, including such Liabilities arising out of, resulting from, relating to or otherwise in respect of the following, in each case other than the Assumed Liabilities: (a) Sellers' use, operation, possession or ownership of the Purchased Assets prior to the Closing; (b) Sellers' use, operation, possession or ownership of any assets or entities other than the Purchased Assets; 27 4844-9981-3577v6 4821-9091-9881.v1