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<br />of or relating to events, breaches or defaults thereunder occurring on or prior
<br />to the Closing Date;
<br />xiv. any Liability with respect to any coal sales or other goods sold or any
<br />service provided by the Debtors or their Affiliates, to the extent arising out
<br />of or related to events occurring on or prior to Closing, including any such
<br />Liability or obligation (i)pursuant to any express or implied representation,
<br />warranty, agreement, coal specification undertaking or guarantee made by
<br />any Debtor or any Affiliate of such Debtor, or alleged to have been made
<br />by Debtor or any Affiliate of such Debtor, (ii) imposed or asserted to be
<br />imposed by operstion of applicable Law or (iii) pursuant to any doctrine of
<br />product liability, in each case to the extent arising out of or related to events
<br />occurring on or prior to Closing;
<br />xv. any Liability (whether arising before, on or after Closing) with respect to
<br />any employee of any Debtor or any Affiliate of any Debtor (or any
<br />individual wbo applied for employment with any Debtor) who is not a Hired
<br />Employee (as defined in the Stalking Horse Agreement (and, as applicable,
<br />the Sale Agreements));
<br />xvi. subject to the Assumed Liabilities set forth in the Stalking Horse Agreement
<br />(and, as applicable, the Sale Agreements), any Liability that relates to any
<br />Hired Employee arising out of or relating to their employment with any
<br />Debtor with respect to events occurring on or prior to the Closing Date;
<br />xvii. any Liability under the WARN Act arising from the failure of the Debtors
<br />to give a timely WARN notice to any employee of any Debtor terminated
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<br />xxi. any and all Liabilities for (i) costs and expenses incurred or owed in
<br />connection with the administration of the Bankruptcy Cases (including all
<br />Professional Fee Claims (as defined in the Stalking Horse Agreement (and,
<br />as applicable, the Sale Agreements)); and (ii) all costs and expense incurred
<br />in connection with the negotiation, execution and consummation of the
<br />transactions contemplated by the Sale Agreements; and
<br />xxii. other Liabilities as set forth in the applicable Sale Agreements; and
<br />d. any Liabilities related to the Excluded Assets.
<br />14. The provisions of this Order authorizing the sale and assignment of the Assets free
<br />and clear of ]nterests shall be self-executing, and neither the Debtors nor the Buyers shall be
<br />required to execute or file releases, termination statements, assignments, consents, or other
<br />instruments in order to effeemate, consummate, and implement the provisions of this Order, but
<br />shall have the authority to do so as otherwise provided herein.
<br />15. None of the Buyers, any Buyers' Related Persons or any of their respective current
<br />and former members, officers, directors, managed funds, investment advisors, attorneys,
<br />employees, partners, principals, affiliates, shareholders (or equivalent), financial advisors and
<br />representatives (each of the foregoing in its individual capacity), and anyone charged or chargeable
<br />with any of the foregoing's liability or responsibility, shall have or incur any liability to, or be
<br />subject to any action by any of the Debtors or any of their estates, predecessors, successors, or
<br />assigns, arising out of the negotiation, investigation, preparation, execution, and delivery of the
<br />Sale Agreements and the entry into and consummation of the Sale Agreements, except m expressly
<br />provided in the Sale Agreements and this Order.
<br />or laid off prior to the Closing Date even if such Liabilities are triggered by
<br />an event or action of Debtor occurring on or after the Closing Date;
<br />xviii. all trade accounts payable, including Trade Payables (as defined in the
<br />Stalking Horse Agreement (and, as applicable, the Sale Agreements)), all
<br />accrued operating expenses and other current liabilities of the Debtors
<br />related to the Assets;
<br />xix. any Liabilities arising under Environmental Laws (as defined in the Stalling
<br />Horse Agreement (and, as applicable, the Sale Agreements)) from or related
<br />to any use, transportation, release, treatment, storage, or disposal of, or
<br />human exposure to, Hazardous Materials (as defined in the Stalking Horse
<br />Agreement (and, as applicable, the Sale Agreements)) at any location not
<br />included in the Assets, and any Liabilities arising under Environmental
<br />Laws from or related to any use, transportation, release, treatment, storage,
<br />or disposal of, or human exposure to, Hazardous Materials at any location
<br />included in the Assets arising out of actions taken or facts or circumstances
<br />existing prior to the Closing Date;
<br />xx. any and all brokerage or finder's fees or commissions or similar payments
<br />based upon any agreement or understanding made, or alleged to have been
<br />made, by any Person with Debtors or its Affiliates (or any Person acting on
<br />their behalf) in connection with the Bankruptcy Case, the Sale Agreements,
<br />or otherwise with respect to the transactions contemplated by the Sale
<br />Agreements, including without limitation any amounts payable to Energy
<br />Ventures Analysis, Inc. or Everette Croup L.L.C.;
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<br />16. Except as expressly provided in the Sale Agreements or by this Order, all persons
<br />and entities, including, but not limited to, the Debtors, all debt security holders; equity security
<br />holders; administrative agencies; governmental, tax and regulatory authorities; governmental units
<br />(as defined in section 101(27) of the Bankruptcy Code); secretaries of state; federal, state, and
<br />local officials; contract parties; lenders; vendors; suppliers; employees; former employees;
<br />bidders; lessors, warehousemen, mechanics, repairers, materialman, customs brokers, freight
<br />forwarders, carriers, and other parties in possession of any of the Assets at any time; trade creditors;
<br />litigation claimants; and all other persons holding Interests against or in the Debtors or the Debtors'
<br />interests in the Assets (whether known or unknown, secured or unsecured, legal or equitable,
<br />matured or unmatured, contingent or noncontingent, senior or subordinated, liquidated or
<br />unliquidated, asserted or unasserted) whether arising prior to or subsequent to the commencement
<br />of these Chapter 11 Cases, whether imposed by agreement, understanding, law, equity or
<br />otherwise, including, without limitation, the non -debtor party or parties to each of the Assigned
<br />Contracts, arising under or out of, in connection with, or in any way relating to, the Assets or the
<br />transfer of the Assets to the Buyers, shall be and hereby are forever barred, estopped, and
<br />permanently enjoined from asserting, prosecuting, commencing, continuing, or otherwise pursuing
<br />in any manner any Interests against the Buyers or Buyers' Related Persons or any of their
<br />respective current and former members, officers, directors, managed funds, investment advisors,
<br />attorneys, employees, partners, principals, affiliates, shareholders (or equivalent), financial
<br />advisors and representatives (each of the foregoing in its individual capacity), and anyone charged
<br />or chargeable with any of the foregoing's liability or responsibility; the Assets; or the interests of
<br />the Debtors in such Assets. Following the Closing, no holder of an Interest shall interfere with the
<br />Buyers' title to or use and enjoyment of the Assets based on or related to such Interest, except as
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