|
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 33 of 207
<br /> (c) all Liabilities of Sellers arising from the Transactions;
<br /> (d) (i) any Liability of Sellers or any ERISA Affiliate (or any predecessor of
<br /> any of the foregoing) arising under, relating to or with respect to any multiple employer
<br /> pension plan, single employer pension plan or "multi-employer plan" (as defined in
<br /> Section 3(37) of ERISA), and any Liability of any ERISA Affiliate arising under, relating
<br /> to or with respect to any compensation or benefits agreement, arrangement, plan, policy,
<br /> practice or program, including any Seller Benefit Plan; (ii) all Liabilities with respect to
<br /> Employees, or former employees of any Seller, or both (or the representatives,
<br /> beneficiaries, independent contractors, or consultants of Sellers, and employees,
<br /> contractors or consultants of any ERISA Affiliate, for any action or inaction of Sellers (or
<br /> any predecessor of Sellers)) occurring prior to or on the Closing Date, including with
<br /> respect to employment practices, classification of employees and independent
<br /> contractors, payments of wages and other compensation, vacation, payroll, sick leave,
<br /> unemployment benefits, retirement benefits, pension benefits, employee stock option,
<br /> equity compensation, employee stock purchase or profit sharing plans, health care and
<br /> other welfare plans, policies, programs, agreements, arrangements, practices or benefits
<br /> (including COBRA Coverage or the Coal Act), or any other employee plans, policies,
<br /> programs, practices, agreements, arrangements or benefits or other compensation of any
<br /> kind to any employee, including under any Seller Benefit Plans of any Subsidiary or
<br /> ERISA Affiliate, and Liabilities or other obligations of Sellers and their respective
<br /> predecessors pursuant to the WARN Act to the extent arising or accruing prior to or on
<br /> the Closing Date or related to the Transaction; (iii) any and all Liabilities to any current
<br /> or former Employee, consultant or contractor or any spouse, dependent and/or any
<br /> beneficiary thereof, relating to any Seller Benefit Plan and any and all Liabilities relating
<br /> to any benefits or compensation agreement, arrangement, plan, policy, practice or
<br /> program of any ERISA Affiliate, including any Seller Benefit Plans; (iv) any and all
<br /> Liabilities arising under any employment or consulting agreement, Collective Bargaining
<br /> Agreement or arrangement, or severance, retention or termination agreement, plan,
<br /> policy, practice, program or arrangement with any employee, consultant or contractor (or
<br /> its representatives) of Seller; and (v) all Liabilities (other than Assumed Liabilities)
<br /> accruing, arising out of, or relating to any federal, state or local investigations of, or
<br /> claims or actions against, any Seller or any Employee, agents, vendors or representatives
<br /> of any Seller, to the extent arising out of actions taken prior to the Closing or related to
<br /> the Transaction;
<br /> (e) Excluded Pre-Closing Fines;
<br /> (f) (i) all Liabilities with respect to (A) any Taxes imposed on or with respect
<br /> to the Business, the Purchased Operations, or the Purchased Assets that are attributable to
<br /> any Pre-Closing Tax Period as determined pursuant to Section 10.4, or (B) any Taxes
<br /> related to the Excluded Assets; and (ii) all Liabilities of Sellers or its stockholders or
<br /> members, including any Liability of Sellers for the Taxes of any other Person under
<br /> 28
<br /> 4844-9981-3577v6
<br /> 4821-9091-9881.v1
<br />
|