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2020-10-09_GENERAL DOCUMENTS - C1980004 (4)
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2020-10-09_GENERAL DOCUMENTS - C1980004 (4)
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Last modified
10/15/2020 8:40:03 AM
Creation date
10/12/2020 11:31:13 AM
Metadata
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Template:
DRMS Permit Index
Permit No
C1980004
IBM Index Class Name
General Documents
Doc Date
10/9/2020
Doc Name Note
Case No. 20-12043 (GRH) Hopedale Mining LLC
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DRMS
Permit Index Doc Type
General Correspondence
Email Name
JRS
JDM
GRM
CMM
CCW
Media Type
D
Archive
No
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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 42 of 207 <br /> (i) [Reserved]; <br /> 0) by Purchaser, after consultation with Sellers, upon the consummation of a <br /> Competing Transaction for the disposition of all or a material portion of the Purchased <br /> Assets. <br /> Section 4.5. Procedure Upon Termination. In the event of termination pursuant to <br /> Section 4.4, the terminating Party will give written notice thereof to the other Party or Parties, <br /> and this Agreement will terminate as described in Section 4.6, and the purchase of the Purchased <br /> Assets hereunder will be abandoned, without further action by Purchaser or any Seller. <br /> Section 4.6. Effect of Termination. <br /> (a) In the event that this Agreement is terminated as provided herein, then each <br /> of the Parties will be relieved of its duties and obligations arising under this Agreement after the <br /> date of such termination and there will be no Liability or obligation on Purchaser, any Seller or <br /> any of their respective Representatives; provided, however, that the provisions of this <br /> Section 4.6, Section 8.11 and Article XI (other than Section 11.3) and, to the extent necessary to <br /> effectuate the foregoing enumerated provisions, Section 1.1 hereof, will survive any such <br /> termination and will be enforceable hereunder,provided,further, that nothing in this Section 4.6 <br /> will be deemed to release any Party from Liability for any breach of this Agreement prior to <br /> termination. <br /> (b) Subject to the terms of the Bidding Procedures Order, Sellers shall pay to <br /> Purchaser the Expense Reimbursement, by wire transfer of immediately available funds <br /> promptly (but in no event later than the next Business Day) upon the earlier to occur of the <br /> termination of this Agreement (other than a termination pursuant to Section 4.4(d)); provided, <br /> however, if Sellers fail to pay amounts due to Purchaser pursuant to this Section 4.6(b)within the <br /> time period specified herein, Sellers shall pay the costs and expenses (including reasonable legal <br /> fees and expenses) incurred by Purchaser in connection with any Legal Proceeding taken to <br /> collect payment of such amounts, together with interest on such unpaid amounts at the <br /> Applicable Rate, calculated on a daily basis from the date such amounts were required to be paid <br /> until the date of actual payment, except to the extent such unpaid amounts are contested by <br /> Sellers in good faith. Notwithstanding the foregoing, if this Agreement is terminated pursuant to <br /> Section 4.4(i) or Section 4.40), Sellers shall pay to Purchaser only that portion of the Expense <br /> Reimbursement that is allocable to the Asset Group(s) that are the subject of the underlying <br /> Competing Transaction, such allocation to be determined in the reasonable discretion of Sellers <br /> after consultation with Purchaser. <br /> (c) Each Party acknowledges that the agreements contained in this Section 4.6 <br /> are an integral part of the transactions contemplated by this Agreement, that without these <br /> agreements such Party would not have entered into this Agreement, and that any amounts <br /> payable pursuant to this Section 4.6 do not constitute a penalty. <br /> 37 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />
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