2021-03-16_GENERAL DOCUMENTS - C1980004

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CMwA:TM&R .O2433 Diimd3l3-File#i6911D M/2Ent6ffbbG /WMAM21B40:1Desi5ddain DbEhr1*0 P®ggEMM98 C85wrt226NtRMM3 1Desb"ain Drazlit i® Mfjg(MM98 the Stalking Horse Agreement (and as applicable, the Sale Agreements)), or any other employee plans, policies, programs, practices, agreements, arrangements or benefits or other compensation of any kind to any employee, including under any Seller Benefit Plans of any Subsidiary (as defined in the Stalking Horse Agreement (and m applicable, the Sale Agreements)) or ERISA Affiliate, and Liabilities or other obligations of Debtors and their respective predecessors pursuant to the Worker Adjustment and Retraining Notification Act of 1988, and including any similar state or local law ("WARN AcY') to the extent arising or accruing prior to or on the Closing Date or related to the transactions contemplated by the Sale Agreements; (iii) any and all Liabilities to any current or former employee, consultant or contractor or any spouse, dependent and/or any beneficiary thereof, relating to any Seller Benefit Plan and any and all Liabilities relating to any benefits or compensation agreement, arrangement, plan, policy, practice or program of any ERISA Affiliate, including any Seller Benefit Plans; (iv) any and all Liabilities arising under any employment or consulting agreement; collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other similar agreements (each, a "Collective Bargaining Aereemen ") or arrangement, or severance, retention or termination agreement, plan, policy, practice, program or arrangement with any employee, consultant or contractor (or its representatives) of any Debtor; and (v) all Liabilities (other than Assumed Liabilities) accruing, arising out 22 Cfi*.�A:YBOktIt�H(gl3 DtSmd�l3-EileBi�tDBffi/2EntEte6E291m8ffi®t36A�:1DesBA6ain DBsbibieH PBggEP"15698 vii. all Liabilities of Debtors with respect to any bonds or reclamation or bonding obligations relating to any Permits (as defined in the Stalking Horse Agreement (and as applicable, the Sale Agreements)) or Licenses (as defined in the Stalking Horse Agreement (and, as applicable, the Sale Agreements)) that are not Transferred Permits (as defined in the Stalking Horse Agreement (and, as applicable, the Sale Agreements)); viii. all Liabilities with respect to Causes of Action (as defined in the Stalling Horse Agreement (and, as applicable, the Sale Agreements)) pending before the Closing Date or to the extent against or giving rise to Liability against the Business of the Assets prior to the Closing Date, even if instituted after the Closing Date; ix. any Liability of the Debtors under any Indebtedness (as defined in the Stalking Horse Agreement (and, m applicable, the Sale Agreements)), including any Indebtedness owed by any Debtor to any direct or indirect Affiliate (as defined in the Stalking Horse Agreement (and, as applicable, the Sale Agreements)) of such Debtor, and any obligations or liability under debtor in possession financing incurred by the Debtors during the Bankruptcy Cases; x. subject to the Assumed Liabilities set forth in the Stalking Horse Agreement (and, as applicable, the Sale Agreements), all Liabilities under the Federal Coal Mice Safety and Health Act of 1969, the Black Lung Benefits Act of 1972, the MSHA, the Black Long Benefits Reform Act of 1977, and the Black Lung Benefits Amendments of 1981, in each case as amended of, or relating to any federal, state or local investigations of, or claims or actions against, any Debtor or any employee, agents, vendors or representatives of any Debtor, to the extent arising out of actions taken prior to the Closing or related to the transactions contemplated by the Sale Agreements; v. any monetary fines and penalties 'unposed by any Governmental Body to the extent relating to periods prior to the Closing Date or imposed by a Goverunental Body after the Closing Date but arising out of actions taken or facts or circumstances existing prior to the Closing ("Excluded Pra Closing Fines"); vi. all Liabilities with respect to (A) any Taxes (as defined in the Stalking Horse Agreement (and, as applicable, the Sale Agreements)) imposed on or with respect to the Business (as defined in the Stalking Horse Agreement (and, as applicable, the Sale Agreements)) or the Assets that are attributable to any Pre -Closing Tax Period as determined pursuant to the Stalking Horse Agreement (and, as applicable, the Sale Agreements), or (B) any Taxes related to the Excluded Assets; and (ii) all Liabilities of Debtors or its stockholders or members, including any Liability of Debtors for the Taxes of any other individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, most, unincorporated organization, Governments] Body or other entity ("Person") under Section §1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; Cr im&:2Q81bgaMM3 23 DE bil*M PRggB95ib698 :1Desb"ain (collectively, the "Black Lung Act") or soy Laws due to an employee claiming or having suffered or incurred any accident, injury, disease, exposure, illness, disability or other adverse mental or physical condition, including those Liabilities arising out of an employee's and his or her beneficiaries' rights under applicable Laws ("Workers' Compensation cos") related to the Assets including with respect to employees who have performed services for the Debtors or who worked or were employed at the Assets, including any such Liabilities of the Debtors or their respective Affiliates under the Black Long Act or Workers' Compensation Laws with respect to any of their respective predecessors; xi. any Liabilities of any Debtor or spy of their Affiliates relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders prior to the Closing Date that are not validly and effectively assigned to the Buyers and/or a Designated Purchaser pursuant to the Sale Agreements; xii. other than the Assumed Liabilities set forth in the applicable Sale Agreements, any Liabilities arising out of, in respect of or in connection with the failure by any Debtor or any of its Affiliates to comply with any applicable Laws or order by any Governmental Body including any such obligations or Liabilities arising as a result of any Debtor's failure to comply with the terms of any applicable Laws; xiii. other than the Assumed Liabilities set forth in Sections 2.3(b) and 2.3(c) of the Sale Agreements, any Liability under the Assigned Contracts arising out 24 25