Assets of Coal Mining Business

Sale of substantially all of assets of the Murray Maple Eagle Coal, LLC ("Seller"), including all Seller’s direct or indirect right, title and interest in, to or under the properties, rights, claims and assets to the extent primarily related to the Business, including the following:

• All inventory of any kind or nature, merchandise and goods, primarily related to the Business or the Acquired Assets and maintained, held or stored by or for Seller on the Closing Date, whether or not prepaid, and wherever located, held or owned, and any prepaid deposits for any of the same, including all coal inventory located upon or within Seller’s Owned Real Property or Leased Real Property or belonging to Seller, disposables and consumables used, or held for use, in connection with the Business, including any goods in transit (“Inventory”);
• All Equipment primarily used in the Business or located on the Real Property, including (i) any software installed on computers located on the Real Property, to the extent such software licenses are assignable, and (ii) those specific assets set forth on Schedule 2.1(b);
• All Assumed Contracts;
• All (i) Owned Real Property, and (ii) Leased Real Property (and any agreement and rights related thereto or under the applicable Lease to the extent that such agreement or Lease is an Assumed Contract), in each case, together with all interests in and to all Improvements located thereon or attached thereto, and other appurtenances thereto, and rights in respect thereof;
• All Coal Reserves to the extent of Seller’s interest in such Coal Reserves, and all other mineral rights whether owned or leased, and all estate rights providing for the enjoyment of such mineral rights;
• All rights to subside lands associated with mining operations and all rights to the waiver of and release from subsidence liability and indemnity rights under any and all conveyances, representations and instruments or agreements of any kind and nature applicable to Seller’s coal mining activities and interests;
• Except to the extent prohibited by law, any rights of Seller to the warranties and licenses received from manufacturers or Seller of the Equipment, Improvements or any component thereof;
• Subject to Section 7.7(b) and obtaining the consents set forth on Schedule 5.2, all Transferred Permits held by Seller, to the extent assignable;
• All rights of Seller to use haul roads, utility easements and other rights of way and easements used in the operation of the Business;
• All Intellectual Property;
• All Pre-Paid Expenses;
• All goodwill, customer and referral relationships, other intangible property and all privileges, relating to, arising from or associated with any of the Acquired Assets (including the Intellectual Property), the Assumed Liabilities and/or the Business, in each case arising after the Closing;
• To the extent permitted by Legal Requirements and not subject to attorney-client privilege or other work product privilege, all Documents and other books and records (financial, accounting and other) except to the extent primarily related to the Excluded Assets or the Excluded Liabilities, and correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, that are used or useful in, held for use in or intended to be used in, or that arise in any way out of or are primarily related to, the Acquired Assets, the Assumed Liabilities or the Business; provided, however, that Seller shall be permitted to keep copies of all of the foregoing to the extent necessary or required by the Bankruptcy Court or in connection with the Bankruptcy Case, subject to Section 12.2;
• All insurance proceeds, reserves, benefits or claims under the insurance policies maintained by or for the benefit of the Acquired Assets or the Business to the extent relating to the Acquired Assets, the Business or the Assumed Liabilities;
• All rights, but not obligations, under non-disclosure or confidentiality, non-compete, or non-solicitation agreements (in each case, to the extent transferrable) or key employee retention plans or similar arrangements with (or for the benefit of) employees and agents of Seller or with third parties (including any such non-disclosure or confidentiality, non-compete, or non-solicitation agreements or any key employee retention plans or similar arrangements entered into in connection with or in contemplation of the auction contemplated by the Bidding Procedures (in each case, to the extent transferrable) to the extent relating to the Acquired Assets or the Business and included as an Assumed Contract);
• All telephone, telex and telephone facsimile numbers and other directory listings; and
• All proceeds and products of any and all of the foregoing Acquired Assets.