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 68 of 207 operations on the Purchased Real Property, and the Sellers shall bear full liability for any and all claims related to or arising from such Excluded Assets and their removal. Section 8.16. [Reserved]. Section 8.17. Mutual Release. Sellers shall execute and deliver at the Closing an irrevocable mutual release signed by all parties releasing all claims included in the cases captioned (a) Weston Energy LLC v. Rhino Resources Partners LP, C.A. No. 2019-0898-JRS filed in the Court of Chancery of the State of Delaware, and (b) Rhino Resource Partners LP, Rhino GP LLC and Royal Energy, Inc. v. Yorktown Partners LLC, Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P., Yorktown Energy VIII, L.P., Yorktown Energy Partners IX, L.P., Yorktown Energy Partners XI, L.P., Rhino Resource Partners Holdings LLC, Weston Energy LLC, Ronald Phillips, Bryan H. Lawrence, and Bryan R. Lawrence, C.A. No. 2019-0334-JRS filed in the Court of Chancery of the State of Delaware. ARTICLE IX. CONDITIONS TO CLOSING Section 9.1. Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to, and to cause the relevant Designated Purchasers to, consummate the Transactions is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion): (a) the Bankruptcy Court shall have approved and authorized, subject to payment of the Assumed Cure Costs, the assumption and assignment of each Purchased Contract; (b) all consents and approvals of any Person necessary to the consummation of the transactions contemplated by this Agreement and to the use of the Purchased Assets by Purchaser and/or the relevant Designated Purchasers, after Closing (but excluding (i) any consents or approvals from any Governmental Authority required in connection with the transfer of the Transferred Permits, (ii) any consents or approvals provided by the Bankruptcy Code or by order of the Bankruptcy Court and (iii) any consents and approvals the absence of which would not be material to the Purchased Assets), shall have been obtained on terms and conditions reasonably satisfactory to the Parties, and shall be in full force and effect; (c) the representations and warranties of Sellers contained in this Agreement (disregarding any "materiality" or "Seller Material Adverse Effect" qualifications contained therein) shall be true and correct in all respects as of the Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except 63 4844-9981-3577v6 4821-9091-9881.v1