2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

Home Browse Search

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 56 of 207 Section 5.20. MSHA; OSHA. For the past eighteen (18) months, except for fully paid, discharged and settled citations and notices of violation by MSHA or other Governmental Body, the Sellers, with respect to the Business and Purchased Assets, have conducted their respective business and operations, and their respective assets have been maintained, in compliance in all material respects with MSHA or OSHA, as applicable. There are no investigations pending or, to the Sellers' Knowledge, threatened by any Governmental Body or other third Person that would result in the imposition of any material Liability on any Seller pursuant to MSHA or OSHA. The Sellers do not owe any assessments, penalties, fines, liens, charges, surcharges, nor are there any other amounts due or owing pursuant to MSHA or OSHA, and there have been no imminent danger orders, unwarrantable failure orders, failure to abate orders, or cessation orders, notices of a pattern of violations, or material assessments under MSHA or OSHA during the previous eighteen (18) months with respect to the Business. The Sellers have made available to Purchaser all reports of any MSHA or OSHA audits with respect to the Business performed within the previous eighteen (18) months by any Person (including the Seller). Section 5.21. Coal Act; Black Lung Act. (a) None of the Sellers or their "related persons" (as defined in the Coal Act) has any liability under the Coal Act. (b) The Sellers are in compliance with the Black Lung Act except which compliance is being contested in good faith by appropriate proceedings diligently conducted or excused by the Bankruptcy Court or the Bankruptcy Code, and the Sellers have not incurred any Liability under the Black Lung Act or assumed any other Liability under the Black Lung Act, except with respect to premiums, contributions or other material payments required thereunder which have been paid when due or which any such Liability under the Black Lung Act is being contested in good faith by appropriate proceedings diligently conducted or the current payment of which is excused by the Bankruptcy Court, or which are payable under the Sellers' workers' compensation insurance program. Section 5.22. No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V or any of the Transaction Documents, none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Purchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by Sellers, any Affiliate of Sellers, or any of Sellers' or their Affiliates' respective Representatives. Except for the representations and warranties contained in this Article V and any of the Transaction Documents, each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Sellers or 51 4844-9981-3577v6 4821-9091-9881.v1