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<br />otherwise provided in the Sale Agreements or this Order. All persons and entities are hereby
<br />enjoined from taking action that would interfere with or adversely affect the ability of the Debtors
<br />to transfer the Assets in accordance with the terms of the Sale Agreements and this Order, with
<br />such actions that are barred hereby including, without limitation: (i) the commencement or
<br />continuation of any action or other proceeding, (if) the enforcement, attachment, collection, or
<br />recovery of any judgment, award, decree, or order, (iii) the creation, perfection, or enforcement of
<br />any lien, claim, interest, or encumbrance, (iv) the assertion of any right of setoff, subrogation, or
<br />recoupment of any kind, (v) the commencement or continuation of any action that does not comply
<br />with, or is inconsistent with, the provisions of this Order, any actions contemplated or taken in
<br />respect hereof, or the Sale Agreements, and (vi) the revocation, termination, or failure or refusal
<br />to renew my license, permit, registration, or governmental authorization or approval to operate
<br />any of the Assets or conduct the businesses associated with such Assets. Without limitation of the
<br />foregoing: (a) all persons and entities holding Interests are hereby barred and enjoined from
<br />asserting such hrterests against the Buyers, or any of them, any of their successors or assigns, or
<br />the Assets; and (b) no creditor or other party in interest shall assert any claims or take any legal or
<br />other actions against the Buyers, or any of them, or any of their principals or the Assets, relating
<br />to the Assets to be sold to the Buyers, or any of them. Nothing in this Paragraph 16 shall limit or
<br />release any right of the Committee to bring any Challenges (as defined in the Final DIP Order)
<br />against the Prepetition Secured Parties (as defined in the Final DIP Order); provided, however, that
<br />the Committee shall not have the right to bring any Challenge that is resolved pursuant to the
<br />Stipulation or otherwise resolved pursuant to the terms hereof.
<br />17. Direction to Creditors. On the Closing Date, each of the Debtors' creditors is
<br />authorized and directed to execute such documents and take all other actions as may be reasonably
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<br />19. Direction to Surrender Possession or Control. All persons or entities, presently
<br />or on or after the Closing Date, in possession or control of some or all of the Assets are directed to
<br />surrender possession or control of the Assets to the Buyers on the Closing Dale or at such time
<br />thereafter as the Buyers may request Consistent with the sale free and clear of Interests, all such
<br />persons or entities are prohibited from conditioning the surrender of possession or control of such
<br />Assets on any payment of any amounts based on or otherwise arising out of such Interests, with
<br />any such effort violating the provisions of paragraph above and being in contempt of this Order,
<br />entitling the applicable Buyer to recovery of any costs incurred to obtain possession or control of
<br />such Assets.
<br />20. Se16Exeeuting. Notwithstanding any otherprovisions ofor rights under this Order,
<br />the provisions of this Order authorizing the sale of the Assets fiee and clear of all Interests shall
<br />be self-executing, and notwithstanding the failure of any party to execute, file, or obtain releases,
<br />discharges, termination statements, assignments, consents, or other instnu carts to effectuate,
<br />consummate, and/or implement the provisions hereof or the Sale Agreements, or any of them, or
<br />the other documents with respect to the sale of the Assets, all Interests on the Assets shall be
<br />deemed released.
<br />21. Licenses and Permits. To the extentprovided in the Sale Agreements and available
<br />under applicable Law, the Buyers shall be authorized, as of the Closing Date, to operate under any
<br />license, permit, registration, right, trademark and any other governmental authorization,
<br />permission or approval of the Debtors that are Assets, and all such licenses, permits, registrations,
<br />and governmental authorizations, and approvals are deemed to have been, and hereby are, directed
<br />to be transferred to the Buyers as of the Closing Date. To the extent any license or permit necessary
<br />for the operation of the business is determined not to be an executory contract assumable and
<br />necessary to release its Interests in the Assets, if any, as such Interests may otherwise exist. If any
<br />person or entity that has filed financing statements, mortgages, mechanics liens, or Its genders or
<br />other documents, instruments, notices, or agreements evidencing any Interest against or in the
<br />Assets shall not have delivered to the Debtors before the Closing, in proper form for filing and
<br />executed by the appropriate parties, termination statements, releases, or instruments of satisfaction
<br />that the person or entity has with respect to the Assets, then with regard to the Assets, (a) the
<br />Debtors and/or the Buyers are authorized to execute and file such termination statements, releases,
<br />instruments of satisfaction, or other documents on behalf of the person or entity with respect to the
<br />Assets; and (b) the Debtors and/or Buyers are authorized to file, register, or otherwise record a
<br />certified copy of this Order which, once filed, registered or otherwise recorded, shall constitute
<br />conclusive evidence of the release of and shall act to cancel all Interests against the Assets. This
<br />Order is deemed to be in recordable form sufficient to be placed in the filing or recording system
<br />of each and every federal, state, local, tribal or foreign government agency, department or office.
<br />18. Direction to Government Agencies. Each and every filing agent; filing officer;
<br />title agent; recording agency; governmental department; secretary of state; federal, state and local
<br />official; and any other persons or entities that may be required by operation of law or the duties of
<br />their office or contract to accept, file, register, or otherwise record or release any documents or
<br />instruments or who may be required to report or insure any title in or to the Assets, is hereby
<br />authorized and directed to accept any and all documents and instruments necessary and appropriate
<br />to consummate the transactions contemplated by the Sale Agreements and this Order. All such
<br />entities described above in this paragraph are authorized and specifically directed to strike all
<br />recorded Interests against the Assets from their records and to the extent such entities do not do
<br />so, such Interests shall be deemed stricken.
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<br />assignable under section 365 of the Bankruptcy Code, the Buyers shall apply for and obtain any
<br />necessary license or petmit promptly after the Closing Date, and such licenses or permits of the
<br />Debtors shall remain in place for the Buyers' benefit until new licenses and permits are obtained.
<br />No governmental unit may force the transfer of or require the Buyers to apply for the transfer of
<br />any license, permit, registration, right, trademark or any other governmental authorization,
<br />permission or approval to the Buyers except for those included in the Assets.
<br />22. To the extent provided by section 525 of the Bankruptcy Code, no governmental
<br />unit may revoke or suspend any permit or license relating to the operation of the Assets sold,
<br />transfered, or conveyed to the Buyers on account of the filing or pendency of these Chapter I I
<br />Cases or the consummation of the transactions contemplated by the Sale Agreements.
<br />23, No Successor Liability. The Buyers and Buyers' Related Persons shall have no
<br />obligations with respect to any liabilities of the Debtors other than the Assumed Liabilities and are
<br />not and shall not be deemed or considered, by any theory of law or equity, (a) to be a legal
<br />successor in any respect to the Debtors or their estates as a result of the consummation of the Sale
<br />Transaction contemplated by the Sale Agreements or any other event occurring in these Chapter
<br />I 1 Cases; (b) 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; (c) to have, de facto or otherwise, melted or consolidated with or into the Debtors or thew
<br />estates; (d) to have a common identity with the Debtors; (e) to have a continuity of enterprise with
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