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(15) days prior to Closing; the value of the prepared Inventory
<br />shall be determined by multiplying its quantity times the market
<br />price on the day of Closing and deducting 56.00 per gross ton
<br />loading cost; all as set forth on the schedule (the "Inventory
<br />Schedule") to be executed by Seller and Buyer and attached hereto
<br />as Exhibit 1.3fb1. Payment at Closing for the Inventory shall be
<br />made pursuant to Section 1.3 (a) hereof in accordance with the
<br />Inventory Schedule.
<br />(c) 'The Price shall be allocated among the
<br />Assets as provided in Exhibit 1.3(c1 hereto. None of the parties
<br />shall take any tax position inconsistent with such allocation and
<br />each of the parties shall reflect such allocation where relevant
<br />in all tax filings made by it.
<br />1.4 No Assumption of Liabilities. Buyer shall
<br />not assume, or in any manner become responsible or liable for,
<br />any debts, obligations or liabilities of Seller or Reorganized
<br />DMC or any other parties, whether known or unknown, fixed,
<br />contingent or otherwise, including, but not limited to, the
<br />following:
<br />(a) Liabilities arising out of claims by
<br />third parties (including any governmental agency or authority)
<br />against Seller or DMC alleging any violation of federal, state or
<br />other law or violation of rules or regulations thereunder
<br />including federal, state and local environmental laws and
<br />including but not limited to the Coal industry Retiree Health
<br />Benefits Act of 1992, the Comprehensive Environmental Response,
<br />Compensation and Liability Act (42 U.S.C. §9601 ~ sea.), the
<br />Resource Conservation and Recovery Act (42 U.S.C. §6901 gt sea.),
<br />the Toxic Substance Control Act (15 U.S.C. §2601 et sea.), the
<br />Clean Water Act (33 U.S.C. §1251 et sea.), the Clean Air Act (42
<br />U.S.C. §7ao1 et seg.), the Federal- Insecticide, Fungicide &
<br />Rodenticide Act, the Safe Drinking Water Act (42 U.S.C. g300f et
<br />sea.)', the Emergency Planning and Community Right-to-Know Act (42
<br />U.S.C. §11001, et sea.), the Hazardous Materials Transportation
<br />Act (49 U.S.C. §1801 gt sea.), the Atomic Energy Act, the
<br />Colorado Air Pollution Control Act (C.R.S. g25-7-101 gt sec.,
<br />Title 25, Article 7), the Colorado Water Quality Control Act
<br />(C.R.S. 425-B-101 et sea., Title 25, Article 7), the Colorado
<br />Hazardous Waste Act (C.R.S. 425-15-101 et sea., Title 29, Article
<br />22), the Colorado Underground Storage Tank Law (C.R.S. ;25-18-101
<br />gt sea., Title 25, Article 18), the Colorado Radiation Control
<br />Act (C.R.S.'§25-11-101 et sea., Title 25, Article 11) and the
<br />Colorado Hazardous Waste Sites Clean Up Law (C.R.S. §25-16-101 et
<br />sea., Title 25, Article 16);
<br />(b) Liabilities to employees of Seller or
<br />DMC for wages, fees, commissions, workers' compensation,
<br />severance pay, termination pay, vacation pay, unemployment
<br />benefits, or any other type of liabilities, payments or medical
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