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 52 of 207 (c) No Applicable Seller Benefit Plan is or at any time has been: (i) subject to Title IV of ERISA or the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) a "multi-employer plan" (as defined in Section 3(37) of ERISA). No Seller nor any ERISA Affiliate has: (A) withdrawn from any pension plan to Seller's Knowledge under circumstances resulting (or expected to result) in liability; or (B) engaged in any transaction which would give rise to a liability under Section 4069 or Section 4212(c) of ERISA. (d) Except for the Applicable Seller Benefit Plans made available for review by Purchaser, and other than as required under Section 4980B of the Code or other applicable Law, no Applicable Seller Benefit Plan that is subject to ERISA provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment(other than death benefits when termination occurs upon death). (e) Except for the Applicable Seller Benefit Plans made available for review by Purchaser, no Applicable Seller Benefit Plan exists that would: (i) result in the payment to any employee, director or consultant of any Seller or any ERISA Affiliate of any money or other property; or (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any employee, director or consultant of the Seller, in each case, as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby and thereby. (f) As of the Closing, there will be no contract or plan to which any Seller is a party covering any current or former employee, director or independent contractor of such Seller that, individually or collectively, provides for payment or benefits that would reasonably be expected to constitute an "excess parachute payment" under Section 28OG of the Code as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby and thereby. (g) Each Applicable Seller Benefit Plan that is or contains a "deferred compensation" plan, arrangement or feature, that is subject to Code Section 409A, has been operated in compliance, in all material respects, with such Code section and applicable regulations thereunder. No Seller has agreed to pay or reimburse taxes under Code Section 409A incurred by any service provider participating in any deferred compensation arrangement. Section 5.13. Mining. Each Seller has, in the amounts and forms required pursuant to applicable Environmental Laws and Mining and Mining Safety Laws, obtained all performance bonds and surety bonds, lease bonds or otherwise provided any financial assurance as (a)required under the applicable Permits, Leases, Environmental Laws, or Mining and Mining Safety Laws for Reclamation of land, water or other natural resources at any property included in the Purchased Assets or used in connection with the Purchased Operations, or (b)required pursuant to any applicable Permit, Environmental Laws, or Mining and Mining Safety Law applicable to the Purchased Assets or the Purchased Operations (collectively, "Mining Financial Assurances"). Schedule 5.13 sets forth a complete and accurate list of all Mining Financial 47 4844-9981-3577v6 4821-9091-9881.v1