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Ct11;$42M61bRQ13M3 D6ndHA3-EilegiMMM/2EntEra&QWCWMdM B42:1Dest)"ain <br />DfiahiliAM P@ggei72rb698 <br />Ca3a3a:21P61b1 MM3 DftdID3-EiletiiD9[t aBt2EntEiNkGIl17U41B®12B412:1DesbUain <br />DFmbk*tB P0gge143tb698 <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 <br />42 <br />C8ied:204"WM3 DMD4EA3-Eile&ice/MUM/2EntCetlk(MWUMfiR 492:10esD"ain <br />Dfirhih*da P@gg(46rbb698 <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. <br />43 <br />CEmd:206MMK813 DODdEA3-Eile&i09tWM/2EntEi3ttQW1D8fl1 AM?U 4IP:1DesbMain <br />Dfiahiheilit P@gga16Rrb698 <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. <br />44 <br />45 <br />