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 66 of 207 described in the remaining sentences of this Section 8.8(a), the employment of each such Hired Employee with Purchaser will commence at and be subject to such terms and conditions are determined in, the sole discretion of Purchaser. In the case of any individual who is offered employment by Purchaser and accepts such offer, but who is absent from active employment and receiving short-term disability or workers' compensation benefits, or an a legally mandated leave of absence the employment of any such individual with Purchaser would commence upon his or her return to active work, and such individual would become a Hired Employee as of such date. Purchaser shall not be obligated to provide any severance, separation pay, or other payments, rights or benefits, including any key employee retention payments, to any Employee on account of any termination of such Employee's employment before the Closing, and such payments, rights and/or benefits (if any) shall remain obligations of Sellers. (b) After the date hereof, Sellers shall provide Purchaser and its Affiliates with reasonable access to the Employees employed at any of the Purchased Operations and with information, including employee and independent contractor records, compensation information and Seller Benefit Plan data, reasonably requested by Purchaser and such Affiliates, in each case at such times and in a manner requested by Purchaser and reasonably acceptable to Sellers, and except as otherwise prohibited by Law. (c) [Reserved] (d) All provisions contained in this Agreement with respect to employee benefit plans or compensation of Hired Employees are included for the sole benefit of the respective Parties. Nothing contained herein (i) shall confer upon any former, current or future employee of Sellers or Purchaser or any legal representative or beneficiary thereof any rights or remedies, including any right to employment or continued employment, of any nature, for any specified period, (ii) shall cause the employment status of any former, present or future Employee to be other than terminable at will or (iii) shall confer any third party beneficiary rights upon any Hired Employee or any dependent or beneficiary thereof or any heirs or assigns thereof. Section 8.9. No Successor Liability. The Parties intend that, upon the Closing, Purchaser shall not assume any Excluded Liabilities and shall not be deemed to: (a) be the successor of or successor employer to Sellers, including with respect to any employee benefit plans, under the Coal Act, and any common law successor liability; (b) have, de facto, or otherwise, merged with or into Sellers; (c) be a mere continuation or substantial continuation of Sellers or the enterprise(s) of Sellers; or (d) be liable for any acts or omissions of Sellers in the conduct of the Business or arising under or related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, the Parties intend that Purchaser shall not be liable for any Liens (other than Permitted Exceptions) against any Seller or any of its predecessors or Affiliates, and that Purchaser shall have no successor or vicarious liability of any kind or character whether known or unknown as of the Closing Date or whether fixed or contingent, existing or hereafter arising, with respect to the Business, the Purchased Assets or any Liabilities of any Seller arising prior to the Closing Date. 61 4844-9981-3577v6 4821-9091-9881.v1