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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc <br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 76 of 207 <br /> Section IL 6. Entire Agreement; Amendments and Waivers. This Agreement represents <br /> the entire understanding and agreement between the Parties with respect to the subject matter <br /> hereof and supersedes all prior discussions and agreements between the Parties with respect to <br /> the subject matter hereof. This Agreement can be amended, supplemented or changed, and any <br /> provision hereof can be waived, only by written instrument making specific reference to this <br /> Agreement signed by the Party against whom enforcement of any such amendment, supplement, <br /> modification or waiver is sought. No action taken pursuant to this Agreement, including any <br /> investigation by or on behalf of any Party, will be deemed to constitute a waiver by the Party <br /> taking such action of compliance with any representation, warranty, covenant or agreement <br /> contained herein. The waiver by any Party of a breach of any provision of this Agreement will <br /> not operate or be construed as a further or continuing waiver of such breach or as a waiver of any <br /> other or subsequent breach. No failure on the part of any Party to exercise, and no delay in <br /> exercising, any right, power or remedy hereunder will operate as a waiver thereof, nor will any <br /> single or partial exercise of such right, power or remedy by such Party preclude any other or <br /> further exercise thereof or the exercise of any other right, power or remedy. All remedies <br /> hereunder are cumulative and are not exclusive of any other remedies provided by Law. <br /> Section 11.7. Governing Law. This Agreement will be governed by and construed in <br /> accordance with federal bankruptcy Law, to the extent applicable, other federal law, where <br /> applicable, and, where state Law is implicated, the Laws of the State of Delaware applicable to <br /> contracts made and performed in such State. <br /> Section 11.8. Notices. All notices and other communications under this Agreement will <br /> be in writing and will be deemed given (i)when delivered personally by hand, (ii) when sent by <br /> email (with written confirmation of transmission) or (iii) one (1) Business Day following the day <br /> sent by overnight courier (with written confirmation of receipt), in each case at the following <br /> addresses and email addresses (or to such other address or email address as a Party may have <br /> specified by notice given to the other Party pursuant to this provision): <br /> If to Sellers, to: <br /> Rhino Resource Partners LP <br /> 424 Lewis Hargett Circle, Suite 250 <br /> Lexington, Kentucky 40503 <br /> Attention: Richard Boone <br /> Email: rboone(agrhinolp.com <br /> 71 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />