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<br />record or release any documents or instruments or who may be required to report or insure any
<br />title in or to the Assets. This Order, the Sale Agreements, and Sale Transaction shall not be subject
<br />to rejection or avoidance under any circumstances. This Order shall inure to the benefit of the
<br />Debtors, their estates, and their creditors; the Buyers and Buyers' Related Persons; and each of the
<br />foregoing's respective successors and assigns. The Sale Agreements shall inure to the benefit of
<br />the Debtors, their estates, and their creditors; the Buyers, their designees, successors and assigns;
<br />and each of the foregoing's respective successors and assigns.
<br />44. If any order under Bankruptcy Code section 1112 is entered, such order shall
<br />provide (in accordance with Bankruptcy Code sections 105 and 349) that this Order and the rights
<br />granted to the Buyers hereunder shall remain effective and, notwithstanding such dismissal, shall
<br />remain binding on parties in interest.
<br />45. Allocation of Consideration. Except as provided in the Sale Agreements, all rights
<br />of the respective Debtors' estates with respect to the allocation of consideration received from the
<br />Buyers in connection with the Sale Transaction (including, without limitation, the value of the
<br />assumption of the Assumed Liabilities) are expressly reserved for later determination by the
<br />Bankruptcy Court and, to the extent consideration is received by any Debtor that is determined to
<br />be allocable to another Debtor, the recipient Debtor shall be liable to such other Debtor for a claim
<br />with the status of an expense of administration in the case of the recipient Debtor under section
<br />503(b) of the Bankruptcy Code.
<br />46. Relief from the Automatic Stay. Relief from the automatic stay pursuant to
<br />section 362 of the Bankruptcy Code is hereby provided with respect to the Debtors to the extent
<br />necessary, without further order of the Bankruptcy Court, to allow the Buyers to deliver any notice
<br />provided for in the Sale Agreements and allow the Buyers to take any and all actions permitted
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<br />49. Governina Terms. To the extent this Order is inconsistent with any prior order or
<br />pleading in these Chapter I I Cases, the terms of this Order shall govern. To the extent there is any
<br />inconsistency between the terns of this Order and the terms of the Sale Agreements, the terms of
<br />this Omer shall govern.
<br />50. No Stay of Order. Notwithstanding Bankruptcy Rules 6004 and 6006, this Order
<br />shall be effective and enforceable immediately upon entry and its provisions shall be self-
<br />executing. Time is of the essence in closing the Sale Transaction referenced herein, and the Debtors
<br />and the Buyers intend to close the Sale Transaction as soon as practicable. Any party objecting to
<br />this Order must exercise due diligence in filing an appeal, pursuing a stay, and obtaining a stay
<br />prior to the Closing or risk its appeal being foreclosed as moot.
<br />51. Final Order. This Order constitutes a final order within the meaning of 28 U.S.C.
<br />§ 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, including but
<br />not limited to Bankruptcy Rule 6004(h), the Court expressly finds there is no reason for delay in
<br />the implementation of this Order and, accordingly: (a) the terms of this Order shall be immediately
<br />effective and enforceable upon its entry; (b) the Debtors are not subject to any stay of this Order
<br />or in the implementation, enforcement, or realization of the relief granted in this Order; and (c) the
<br />Debtors may, in thew discretion and without further delay, take any action and perform any act
<br />authorized under this Order.
<br />52. Certain Government Matters. Nothing in this Order (including but not limited to
<br />Paragraph 13(c)(xix)) or any Sale Agreements or related documents shall release, nullify, preclude,
<br />or enjoin the enforcement of any police power or regulatory liability to a governmental unit (as
<br />defined in section 101(27) of the Bankruptcy Code) that any entity would be subject to m the
<br />owner, lessee, pemmittee, controller, or operator of property or a mining operation after the Closing
<br />under the Sale Agreements, including, without limitation, terminating the Sale Agreements, in
<br />each case in accordance with the terms and conditions thereof.
<br />47. Retention of Jurisdiction. The Bankruptcy Court retains exclusive jurisdiction
<br />with respect to all matters arising from or related to the implementation of this Order, including,
<br />without limitation, the authority to: (a) interpret, implement, and enforce the terms and provisions
<br />of this Order and the Sale Agreements, including the injunctive relief provided in this Order, all
<br />amendments to this Order and the Sale Agreements, and any waivers and consents under this Order
<br />and the Sale Agreements and each of the agreements executed in connection therewith, in all
<br />respects; (b) decide any disputes concerning this Order and the Sale Agreements, or the rights and
<br />duties of the parties hereunder or thereunder or any issues relating to the Sale Agreements and this
<br />Order including, but not limited to, the interpretation of the terms, conditions, and provisions
<br />hereof and thereof, the status, nature, and extent of the Assets and any Assigned Contracts and all
<br />issues and disputes arising in connection with the relief authorized berein, inclusive of those
<br />concerning (i) the transfer of the assets free and clear of all Interests and (ii) the absolute
<br />conveyance of the Assumed Liabilities and Assigned Contracts; and (c) compel delivery of all
<br />Assets to the Buyers.
<br />48. Further Assurances. From time to time, as and when requested by any party, each
<br />party shall execute and deliver, or cause to be executed and delivered, all such documents and
<br />instruments and shall take, or cause to be taken, all such further or other actions as such other party
<br />may reasonably deem necessary or desirable to consummate the Sale Transaction, including
<br />without limitation, such actions as may be necessary to vest, perfect or confirm, or record or
<br />otherwise, in the Buyers its right, title, and interest in and to the Assets and the Assigned Contracts.
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<br />of the Sale Transaction (including, but not limited to, liability for reclamation pursuant to the
<br />Surface Mining Control and Reclamation Act C SMCRA")) and applicable state law, whether or
<br />not such liability is based in whole or part on acts or omissions prior to the date of entry of this
<br />Order; provided, however, that neither the Stalking Horse Bidder nor any of its affiliates shall
<br />assume any liability to a Governmental Unit for penalties for days of violation prior to the Closing
<br />of the Sale Transaction, or response costs incurred by a Governmental Unit or any other third party
<br />prior to the Closing of the Sale Transaction Nothing in this Order or the Sale Agreements or any
<br />related documents shall waive any obligation of the Debtors or any of the Buyers or other entity
<br />to comply with applicable legal requirements and approvals under police or regulatory law
<br />governing the transfer or assignment of, or compliance with, any governmental (a) license, (b)
<br />permit, (c) registration, (d) authorization, (e) certification or (f) approval, or the discontinuation of
<br />any obligation thereunder, without compliance with all legal requirements or approvals under
<br />police or regulatory law. Nothing in this Order divests any tribunal of any jurisdiction that it may
<br />have under police or regulatory law to interpret this Order. Nothing in the Sale Agreements or this
<br />Order or related documents shall relieve the Debtors of liability for any permit or certification until
<br />the appropriate governmental unit has approved the transfer of any permit or certification to a
<br />Buyer. Prior the Closing of the Sale Transaction, the Buyer(s) may, in compliance with applicable
<br />non -bankruptcy laws, regulations, and rules, seek authorization to operate the Assets pursuant to
<br />any authorization from a governmental unit issued to the Debtors, as applicable to prevent
<br />interruption of the conduct of the mining operations with respect to the Assets. The Buyer(s) sball
<br />make all necessary filings to obtain, in compliance with applicable non -bankruptcy laws,
<br />regulations, and rules, all authorizations from any governmental unit necessary to operate the
<br />Assets on and after the Closing of the Sale Transaction.
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