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<br />10, Valid Transfer. Effective as of the Closing, the sale and assignment of all rights,
<br />title, and interest in the Assets and the Assigned Contracts by the Debtors to each of the Buyers
<br />shall constitute a legal, valid, and effective transfer of the Assets and the Assigned Contracts,
<br />notwithstanding any requirement for approval or consent by any person, and will vest each of the
<br />Buyers with all right, title, and interest of the Debtors in and to the applicable Assets, free and
<br />clear of all Interests (other than the Assumed Liabilities defined in the applicable Sale
<br />Agreements), pursuant to section 363(f) of the Bankruptcy Code.
<br />11. The Debtors Shall Not Retain Liability for Assumed Contracts and Assumed
<br />Liabilities. Effective on the Closing and subject to the Sale Agreements, (a) the assumption of the
<br />Assigned Contracts and the Assumed Liabilities by the Buyers constitutes a legal, valid, effective,
<br />complete, and absolute sale, conveyance, and transfer from the Debtors to the applicable Buyers
<br />of any and all Liabilities under the Assigned Contracts that arise on or after the Closing Date, the
<br />Cure Costs with respect thereto, and Assumed Liabilities and (b) the Debtors shall have no liability
<br />to the Buyers, any Governmental Body, surety or any other person for any Assumed Liabilities
<br />under the Assigned Contracts that arise on or after the Closing Date, the Cure Costs with respect
<br />thereto, and such Assumed Liabilities.
<br />12. Further, it is the Parties' express intention that the Sale Transaction be, and be
<br />treated for all purposes, as an absolute sale, conveyance, and transfer of all Liabilities under the
<br />Assigned Contracts that arise on or after the Closing Date, the Core Costs with respect thereto, and
<br />Assumed Liabilities.
<br />13, Free and Clear. Except to the extent specifically provided in the applicable Sale
<br />Agreements, upon the Closing, the Debtors shall be, and hereby are, authorized, empowered, and
<br />directed, pursuant to sections 105, 363(b), and 363(f) of the Bankruptcy Code, to sell the Assets
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<br />b. Any "Liability" defined in the Stalking Horse Agreement (and, as applicable, the
<br />Sale Agreements) to mean any debt, loss, liability, claim (including "claim" (as
<br />defined in section 101(5) of the Bankruptcy Code)), commitment, demand,
<br />responsibility, suit, judgment, undertaking, damage, expense, fine, penalty, cost,
<br />royalty, deficiency or obligation (including those arising out of any action, such as
<br />any settlement or compromise thereof or judgment or award therein), of any nature,
<br />whether known or unknown, disclosed or undisclosed, express or implied, primary
<br />or secondary, direct or indirect, matured or umnatured, determined or
<br />indeterminable, disputed or undisputed, secured or unsecured, joint or several,
<br />fixed, absolute, contingent, seemed or unacemed, liquidated or unliquidated, and
<br />whether due or to become due, and whether in contract, tort or otherwise, and
<br />whether or not required to he accrued on the financial statements of any entity or
<br />individual;
<br />c. Any "Excluded Liabilities" defined in the Stalking Horse Agreement (and, as
<br />applicable, the Sale Agreements) to mean any and all Liabilities of Debtors other
<br />than the Assumed Liabilities, including such Liabilities arising out of, resulting
<br />from, relating to or otherwise in respect of the following, in each case other than
<br />the Assumed Liabilities:
<br />i. Debtors' use, operation, possession or ownership of the Assets prior to the
<br />Closing;
<br />ii. Debtors' use, operation, possession or ownership of any assets or entities
<br />other than the Assets;
<br />and assign the Assigned Contracts to the Buyers. The sale and assignment of the Assets (including
<br />the assignment of the Assigned Contracts) to the Buyers vests each of the Buyers with all right,
<br />title, and interest of the Debtors to the applicable Assets (including the Assigned Contracts) free
<br />and clear of any and all Interests, with all such Interests to attach only to the net proceeds of the
<br />sale with the same priority, validity, forme, and effect as they now have in or against the Assets
<br />(including the Assigned Contracts). The Sale Motion shall be deemed to provide sufficient notice
<br />as to the sale and assignment of the Assets free and clear of all Interests in accordance with the
<br />Bankruptcy Code and the Bankruptcy Rules. Following the Closing, no holder of any Interest on
<br />the Assets may interfere with any of the Buyers' use and enjoyment of the Assets based on or
<br />related to such Interest or any actions that the Debtors may take in their Chapter 11 Cases. For the
<br />avoidance of doubt, "Interests" include, without limitation:
<br />a. Any "Lien" defined in the Stalking Horse Agreement (and, as applicable, the Sale
<br />Agreements) to mean any "interest" as that term is used in section 363(f) of the
<br />Bankruptcy Code, lien (statutory or otherwise), mechanic's, workmen's,
<br />repairmen's, materialmen's, warehousemen's, carrier's and other similar statutory
<br />or inchoate lien, covenant, encroachment, encumbrance, pledge, mortgage, deed of
<br />trust, security interest, claim (including "claim" (as defined in section 101(5) of the
<br />Bankruptcy Code)), lease, sublease, charge, option, right of first offer or fast
<br />refusal, right of use or possession, restriction, easement, servitude, restrictive
<br />covenant, condition, encroachment or any other similar encumbrance, third party
<br />interest, other survey defect, charge, hypothecation, deemed trust, action, or
<br />restriction, whether imposed by Law, Contract, equity or otherwise;
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<br />in. all Liabilities of Debtors arising from the consummation of the transactions
<br />contemplated by the Sale Agreements;
<br />iv. any Liability of Debtors or any ERISA Affiliate (as defined in the Stalling
<br />Horse Agreement (and, as applicable, the Sale Agreements)) (or my
<br />predecessor of say of the foregoing) arising under, relating to or with
<br />respect to any multiple employer pension plan, single employer pension
<br />plan or "multi -employer plan" (as defined in Section 3(37) of ERISA), and
<br />any Liability of any ERISA Affiliate arising under, relating to or with
<br />respect to any compensation or benefits agreement, arrangement, plan,
<br />policy, practice or program, including any Seller Benefit Plan (as defined in
<br />the Stalking Horse Agreement (and, as applicable, the Sale Agreements));
<br />(if) all Liabilities with respect to employees or former employees of any
<br />Debtor, or both (or the representatives, beneficiaries, independent
<br />contractors, or consultants of Debtors, and employees, contractors or
<br />consultants of any ERISA Affiliate, for any action or inaction of Debtors
<br />(or any predecessor of Debtors)) occurring prior to or on the Closing Date,
<br />including with aspect to employment practices, classification of employees
<br />and independent contractors, payments of wages and other compensation,
<br />vacation, payroll, sick leave, unemployment benefits, retirement benefits,
<br />pension benefits, employee stock option, equity compensation, employee
<br />stock purchase or profit sharing plans, health care and other welfare plans,
<br />policies, programs, agreements, arrangements, practices or benefits
<br />(including COBRA Coverage or the Coal Act (as those terms are defined in
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