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<br />11 Cases; (ii) to be the successor of or successor employer (as described under COBRA and
<br />applicable regulations thereunder) to the Debtors, including without limitation with respect to any
<br />Collective Bargaining Agreement, to any Seller Benefit Plan (as defined in the applicable Sale
<br />Agreements), under the Coal Act, or under any common law successor liability, and shall instead
<br />be, and be deemed to be, a new employer with respect to any and all federal or state unemployment
<br />Laws, including any unemployment compensation or tax Laws, or any other similar federal or state
<br />Laws; (iii) to have, de facto or otherwise, merged or consolidated with or into the Debtors or their
<br />estates; (iv) to have a common identity with the Debtors; (e) to have a continuity of enterprise with
<br />the Debtors; (v) to be a continuation, or substantial continuation, or hold themselves out as a mere
<br />continuation of the Debtors or arty enterprise of the Debtors or their estates; or (vi) to be liable for
<br />any acts or omissions of Debtors in the conduct of the Business or arising under or related to the
<br />Assets. There is no continuity of enterprise with the Debtors by any theory of law or equity.
<br />X. Compliance with Bankruptcy Code. The consummation of the hansactions
<br />contemplated by the Sale Agreements and Sale Transaction is legal, valid, and properly authorized
<br />under all applicable provisions of the Bankruptcy Code, including without limitation sections
<br />105(a), 363(b), 363(f), 363(.), 365(b), and 365(f) ofthe Bankruptcy Code and all ofthe applicable
<br />requirements of such sections have been or will be complied with in respect ofthe Sale Transaction
<br />as of the Closing Date,
<br />IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:
<br />1. Relief Granted. The relief requested in the Sale Motion is granted as set forth
<br />herein.
<br />2. Obiecdous Overruled. All objections and responses to the Sale Motion, this Order
<br />or the relief granted herein that have not been overruled, withdrawn, waived, sealed, or otherwise
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<br />stayed pending appeal prior to the Closing Date) and, notwithstanding any reversal, modification,
<br />or vacatur, any sale, transfer, or assignment shall be governed in all respects by the original
<br />provisions of this Order or the Sale Agreements, as the case may be.
<br />6. Section 363(n) of the Bankruptcy Code. The consideration provided by the
<br />Buyers for the Assets under the Sale Agreements shall be and hereby is deemed for all purposes
<br />to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and
<br />any other applicable Law, and the Sale Transaction may not be avoided, or costs or damages
<br />imposed or awarded under Bankruptcy Code section 363(n) or spy other provision of the
<br />Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act,
<br />or any other similar Laws.
<br />7. Authorization of Performance by the Debtors. The Debtors are authorized and
<br />empowered to take any and all actions necessary or appropriate to fully perform under,
<br />consummate, and implement the terms of the Sale Agreements together with any and all additional
<br />instruments and documents that may be reasonably necessary or desirable to implement and
<br />effectuate the terms of the Sale Agreements, this Order, and the Sale Transaction, including,
<br />without limitation, deeds, assigrunents, operating agreements, and other agreements, certificates,
<br />instruments of transfer, or other documents executed and delivered in connection with the Sale
<br />Agreements, and to take all further actions as may reasonably be requested by the Buyers (which
<br />includes any designees or assignees of the applicable Purchaser m contemplated by the Sale
<br />Agreements) for the purpose of assigning, transferring, granting, conveying, and conferring to the
<br />Buyers and/or their designees, or reducing to possession any or all of the Assets Gee and clear of
<br />Interests, w may be necessary or appropriate to the performance of the Debtors' obligations as
<br />resolved and all reservations of rights included therein, are hereby overruled and denied on their
<br />respective merits with prejudice.
<br />3. Notice. Notice of the Sale Motion, including without limitation, the transactions set
<br />forth in the Sale Agreements and the assumption and assignment of the Assigned Contracts, the
<br />Auction, the Sale Hearing, and the Sale Transaction, was fair and reasonable under the
<br />circumstances and complied in all respects with sections 102(1), 363, and 365 of the Bankruptcy
<br />Code, Bankruptcy Rules 2002, 6004, 6006, 9006, and 9007 and Local Rule 6004-1 and the
<br />Procedures for Complex Chapter 11 Cases.
<br />4. Approval of Sale Agreements. Pursuant to sections 105, 363, and 365 of the
<br />Bankruptcy Code, the Sale Agreements and the Sale Transaction are hereby approved and
<br />authorized in all respects and shall be deemed in full force and effect. The Debtors are hereby
<br />authorized and empowered to enter into, to fully perform their obligations under, and to
<br />consur hate the transactions as contemplated under the Sale Agreements and to execute and
<br />perform such agreements or documents and to take such other actions mare necessary or desirable
<br />to effectuate the terms of the Sale Agreements.
<br />5. Good Faith Buyers. The Sale Agreements have been entered into by the Debtors
<br />and each ofthe Buyers in good faith, and each ofthe Buyers is a good faith purchaser ofthe Assets
<br />and is hereby granted and is entitled to all of the protections provided to a good faith purchaser
<br />under section 363(m) ofthe Bankruptcy Code. Pursuam to section 363(m) ofthe Bankruptcy Code,
<br />if my or all of the provisions of this Order are hereafter reversed, modified, or vacated by a
<br />subsequent order of the Bankruptcy Court or any other court, such reversal, modification, or
<br />vacatur shall not affect the validity and enforceability of my sale, transfer, or assignment under
<br />the Sale Agreements or obligation or right granted pursuant to the terms of this Order (unless
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<br />contemplated by the Sale Agreements, without any further corporate action or orders of the
<br />Bankruptcy Court.
<br />8. The Buyers and the Debtors shall have no obligation to close the Sale Transaction
<br />except as is contemplated and provided for in the Sale Agreements, the Bidding Procedures, and
<br />this order. The Debtors and Buyers shall have no obligation to proceed with a Closing (as defined
<br />in the Sale Agreements) until all conditions precedent to their obligations to proceed have been
<br />met, satisfied, or waived in accordance with the terms of the applicable Sale Agreements.
<br />9. The Debtors are authorized and empowered to cause to be filed with the secretary
<br />of state of any state or other applicable officials of any applicable government or governmental or
<br />regulatory body thereof; or political subdivision thereof, or any agency, authority, department,
<br />commission, board, bureau, official, or instrumentality of such body, or any self -regulated
<br />organization or other non -governmental regulatory authority or quasi -governmental authority (to
<br />the extent that the rules, regulations or orders of such organization or authority have the force of
<br />law), whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof,
<br />or any court or arbitrator thereof (public or private) of competent jurisdiction ("Governmental
<br />Body'), any and all certificates, agreements, or amendments necessary or appropriate to effectuate
<br />the transactions contemplated by the Sale Agreements, any related agreements and this Order,
<br />including amended and restated certificates or articles of incorporation and by-laws or certificates
<br />or articles of amendment and all such other actions, filings, or recordings as may be required under
<br />appropriate provisions ofthe applicable laws of all applicable Governmental Bodies or az any of
<br />the officers ofthe Debtors may determine are necessary or appropriate. The execution of any such
<br />document or the taking of any such action shall be, and hereby is, deemed conclusive evidence of
<br />the authority of such person to so act.
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