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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 34 of 207 <br /> Section §1.1502-6 of the Treasury Regulations (or any similar provision of state, local or <br /> foreign law), as a transferee or successor, by contract or otherwise; <br /> (g) all Liabilities of Sellers with respect to any bonds or reclamation or <br /> bonding obligations relating to any Permits or Licenses that are not Transferred Permits; <br /> (h) all Liabilities with respect to Causes of Action pending before the Closing <br /> Date or to the extent against or giving rise to Liability against the Business, the Purchased <br /> Operations, or the Purchased Assets prior to the Closing Date, even if instituted after the <br /> Closing Date; <br /> (i) any Liability of the Sellers under any Indebtedness, including any <br /> Indebtedness owed by any Seller to any direct or indirect Affiliate of such Seller, and any <br /> obligations or liability under debtor in possession financing incurred by the Sellers during <br /> the Bankruptcy Cases; <br /> 0) subject to Section 2.3(f), all Liabilities under the Black Lung Act or <br /> Workers' Compensation Laws related to the Purchased Assets including with respect to <br /> employees who have performed services to the Sellers or who worked or were employed <br /> at the Purchased Assets, including any such Liabilities of the Sellers or their respective <br /> Affiliates under the Black Lung Act or Workers' Compensation Laws with respect to any <br /> of their respective predecessors; <br /> (k) any Liabilities of any Seller or any of their Affiliates relating to or arising <br /> from unfulfilled commitments, quotations, purchase orders, customer orders or work <br /> orders prior to the Closing Date that are not validly and effectively assigned to Purchaser <br /> and/or a Designated Purchaser pursuant to this Agreement; <br /> (1) other than the Assumed Liabilities set forth in Section 2.3(d), any <br /> Liabilities arising out of, in respect of or in connection with the failure by any Seller or <br /> any of its Affiliates to comply with any applicable Laws or order by any Governmental <br /> Body including any such obligations or Liabilities arising as a result of any Seller's <br /> failure to comply with the terms of any applicable Laws; <br /> (m) other than the Assumed Liabilities set forth in Sections 2.3(b) and 2.3(c), <br /> any Liability under the Purchased Contracts arising out of or relating to events, breaches <br /> or defaults thereunder occurring on or prior to the Closing Date; <br /> (n) any Liability with respect to any coal sales or other goods sold or any <br /> service provided by the Sellers or their Affiliates, to the extent arising out of or related to <br /> events occurring on or prior to Closing, including any such Liability or obligation (i) <br /> pursuant to any express or implied representation, warranty, agreement, coal specification <br /> undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to <br /> 29 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />