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 62 of 207 limited to the extent related to the Purchased Operations and the Purchased Assets) so as to enable Purchaser and Sellers to prepare Tax, financial or court filings or reports, to respond to court orders, subpoenas or inquiries, investigations, audits or other proceedings of Governmental Bodies, to prosecute and defend legal Causes of Actions or for other like purposes, including Claims, objections and resolutions, and to enable Sellers to wind down the Business with respect to the Purchased Assets and the Purchased Operations. During such 3-year period, each Party (and their respective Representatives) shall be permitted to make copies of any books and records described in this Section 8.1(b), subject to the confidentiality requirements set forth herein. If any Party desires to dispose of any such books and records, such Party shall, 30 days prior to such disposal, provide the other Party with a reasonable opportunity to remove or copy such records to be disposed of at the removing Party's expense. (c) The Parties agree to negotiate in good faith a Transition Services Agreement on customary terms and conditions upon the request of either Party whereby (i) Sellers will agree to provide such services to the extent reasonably necessary or appropriate to assist Purchaser in the transition of the Purchased Operations and the Purchased Assets, and (ii) Purchaser will agree to provide access to information and personnel to the extent reasonably necessary or appropriate to assist Sellers in the winding down of the Bankruptcy Cases. The Transition Services Agreement shall provide that any out-of-pocket costs incurred in connection therewith shall be paid by the requesting Party. Section 8.2. Actions Pending the Closing. Except (a) as required by applicable Law or by Order of the Bankruptcy Court, including, without limitation, the Approved Budget set forth in a DIP Order, as updated, (b) as otherwise expressly contemplated by this Agreement or (c)with the prior written consent of Purchaser, during the period from the date hereof to and through the Closing Date, Sellers will: (i) use reasonable best efforts to carry on the Purchased Operations in the Ordinary Course of Business and use reasonable best efforts to maintain, preserve and protect the Purchased Assets in their current condition, ordinary wear and tear excepted, but including replacements, modifications and maintenance in the Ordinary Course of Business and normal inventories of coal and operating materials and supplies in the Ordinary Course of Business; (ii) maintain their books, accounts and records in the Ordinary Course of Business; (iii) not materially amend, modify, terminate, waive any rights under or create any Lien (other than a Lien that will not be assumed by Purchaser at the Closing) with respect to any of the Purchased Contracts, or enter into any Contract other than in the Ordinary Course of Business; (iv)use reasonable best efforts to defend and protect the Purchased Assets from infringement or deterioration; (v) comply with applicable Laws with respect to the Purchased Operations or any Purchased Assets in all material respects; (vi) comply in all material respects with all applicable Environmental Laws and Environmental Permits; (vii)not terminate, cancel or make any material changes to the structure, limits, or terms and conditions of the Insurance Policies, including allowing any of the Insurance Policies to expire without renewing such policies or obtaining comparable replacement coverage, or prejudicing rights to insurance payments or coverage; (viii) maintain in full force and effect all Transferred Permits and comply in all material respects with the terms of each such Transferred Permit; (ix) not waive, 57 4844-9981-3577v6 4821-9091-9881.v1