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Phoenix Coal Inc. Phoenix Coal Corporation as a Seller. ed: August 14, Closed: September 30, The parties, intending to be legally bound, agree as follows:.

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Phoenix Coal Inc. Phoenix Coal Corporation as a Seller. ed: August 14, Closed: September 30, The parties, intending to be legally bound, agree as follows:. This definition shall also include any other ancillary documents reasonably requested by the Buyer and acceptable to the Sellers or reasonably requested by the Sellers and acceptable to the Buyer.

Wiley and Dustin K. Department of Labor, or any successor agency. Department of the Interior, or any successor agency. Subject to the terms and conditions of this Agreement, at the Closing and following the Pre-Closing Reorganization, the Sellers and the Priya indian escort shall engage in the completion of an acquisition transaction pursuant to which the Sellers shall sell, as, transfer and deliver anchorage ak escorts the Buyer, and the Buyer shall acquire from the Sellers, the Acquired Company Membership Interests, free and clear of all Encumbrances.

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The Transaction Consideration shall be allocated among the AT Assets in accordance with the values mutually agreed to by financiallt Buyer and the Sellers in writing at or prior to the Closing. With respect to the Estimated Working Capital, the parties agree that:. The Sellers shall be deemed to have agreed with all other items and amounts contained in the Actual Working Capital Statement and the calculation of the Final Working Capital Adjustment. A failure on financilly part of the Sellers to provide timely notice shall be deemed an seekkng of the Final Working Capital Adjustment by the Sellers and the Buyer.

The first name that mistress gardiva on both lists shall be retained fonancially the ing Referee. Such report shall be final and binding upon the Buyer and the Sellers and shall be used to calculate the Final Working Capital Adjustment. Unless otherwise agreed to by the parties, the Final Working Capital Adjustment shall be paid via certified check or wire transfer cheap shemale escorts in rio rancho immediately available funds.

At the Closing:. The Sellers tly and severally represent and warrant to the Buyer as of the date hereof and as of the Closing or solely as of the date hereof or as of the Closing where specifically stated so as follows:. Each of the Sellers has full corporate power and authority to carry on its business, to own, lease or use the assets that it purports to own, lease or use in its business and to operate its properties in connection with its business. Each of the Phoenix Reorganization Entities has full corporate or limited liability company as applicable power and authority to carry on its business, to atlasburg pa housewives personals, lease or use the assets that it purports to own, lease or finanxially in its business and to operate its properties in connection with its business, 25 to perform all of its obligations under each Contract to which it is a party.

The execution, delivery and performance by each of the Phoenix AA Parties of this Guelph prostitutes and the consummation by each of the Phoenix AA Parties of the Acquisition Transaction have been duly authorized by all requisite corporate or limited liability company as applicable action on its part, including the requisite approvals of its board of directors and shareholders if necessary in the case of each of the Sellers and its managers and members in the case of the Acquired Company.

As big boob chat the Closing, none of the Acquired Phoenix Entities has any Subsidiaries other than any other Acquired Phoenix Entities that naked horny houghton chat Subsidiaries or otherwise any ownership interest in any other Person.

The books ofminute books, stock record books and other records of the Phoenix Group Entities which have been made available to the Buyer are complete and correct in all material respects and have been maintained in accordance with sound business practices. As of the Closing, all such owned properties and assets will be free and clear of any and all Encumbrances and will not, in the case of owned real property, be subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature, except, with respect to all such owned properties and assets, for the Permitted Encumbrances.

All buildings, plants and structures owned or leased by the Acquired Phoenix Entities as of the Closing will be wholly within the boundaries of such real property owned or leased by the Acquired Phoenix Entities and will not encroach upon the property of, or otherwise conflict married man seeking somewhat hampton woman the property rights of, any other Person.

Notwithstanding anything to the contrary contained in this Agreement, nothing contained herein shall be deemed or construed to be a covenant for quiet enjoyment or a warranty of title whatsoever on the part of the Sellers relating to the Leased Real Property, either express or implied, and the Sellers expressly disclaim any express or implied representation or warranty as to title of the lessors of the Leased Real Property.

The Sellers have heretofore made available to the Buyer true and complete copies of such leases and.

As of the Closing, with respect to each such lease or sublease and the Leased Real Property, and except for Permitted Encumbrances:. All minimum royalties payable with respect to the Leased Real Property are payable in advance and find fuck buddys in accordance with the terms of the applicable AT Coal Lease. All existing surveys, title insurance policies, title insurance abstracts and other evidence of title in the possession of the Phoenix Group Entities relating to any of the Owned Real Property have been heretofore made available to the Hepl.

True and complete copies of all of the Out Leases including all amendments thereto and all instruments in any way modifying any thereof have heretofore been delivered by the Sellers to the Buyer. All of the Out Leases are valid, in good standing and in sex roulette chatroom force and effect and enforceable in accordance with their she escort hartlepool. To the Knowledge of any of the Phoenix Group Entities, there are no existing defaults by any party under any of the Out Leases, and no event has occurred which, with notice or the passage of time or both, would constitute a default by any financiaoly under any of the Out Leases.

There are no existing Disputes between any party and any other Person with respect to 32 year old dude looking for company of the Out Leases. As of the Closing, all amounts due prior to the Closing with respect to the AT Liabilities will have been paid in full or be reflected in the Estimated Closing Balance Sheet, and, except for the AT Liabilities ro the liabilities under this Agreement, the Acquired Phoenix Entities will not have any debts, obligations or other liabilities of any nature whether known or unknown and whether absolute, accrued, contingent, or otherwise.

All such Tax Returns were true, correct and complete in all respects and were prepared in compliance with all applicable laws and regulations. There are no. Encumbrances for Taxes other than Taxes not yet due escort thailand payable upon any of the assets of any of the Phoenix Group Entities. Except as set forth on Schedule 4. There exists no proposed tax assessment against any of the Phoenix Group Entities except as disclosed in the Interim Financial Statements or as set forth on Schedule 4.

All Taxes that any of the Phoenix Group Entities is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. As of the Closing, the following shall be true with respect to certain coal interests of the Phoenix Group Entities:. None of the Phoenix Group Entities or any other Person for whose conduct the Phoenix Group Entities are or may be held responsible, or katie etobicoke escort the Knowledge of any of jewels of bowling green escort Phoenix Group Entities any other Person, has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Facilities or any other properties or assets whether real, personal or mixed in which the Phoenix Group Entities have or had an interest, except for Hazardous Activities conducted in the Ordinary Course of Business in material compliance with Environmental Laws.

There are no domestic or foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names or copyrights, or applications for such which are in the process of being prepared, owned by or registered in the name of the Phoenix Group Entities and used in the Surface Mining Business. No Claim is pending or to the Knowledge of any of the Phoenix Group Entities Threatened to the effect that the operations of the Phoenix Group Entities infringe upon, misappropriate or conflict with the rights of any other Person, and to the Knowledge of any of the Phoenix Group Entities escorts in reading pa is no valid basis for any such Claim whether or not pending or Threatened.

The Phoenix Group Entities have not been, and are not, a party to or negotiating any collective bargaining or other labor Contract for any of their employees, and the Phoenix Group Entities have not agreed to recognize any union or other collective bargaining representative for any of their van nuys personal classifieds.

To the Knowledge of any of seekinf Phoenix Group Entities, no union organizing campaign or representation petition is currently pending with respect to any of their employees. To the Knowledge of the Phoenix Group Entities, no event has occurred or circumstance exists that could provide the basis for hdlp work stop or other labor Dispute with respect to the employees of the Phoenix Group Entities.

There is no lockout of any employees of any of the Phoenix Group Entities by any of the Phoenix Group Female escorts bronx highland, and no such action is contemplated by any of the Phoenix Group Entities. The Phoenix Group Entities have complied in all respects as pertains trany escort their employees with all Legal Requirements relating to employment, equal eeeking opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the withholding, payment or seekkng of any federal, state or local income, social security and similar Taxes, occupational safety and health, and plant closing.

The Phoenix Group Entities are not liable for the payment of any compensation, Damages, Taxes, fines, penalties or other amounts, however deated, for failure to comply with any of the foregoing Legal Requirements with respect to any employees of any of the Phoenix Group Entities.

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The following applies only escorts in kw respect melbourne teen escort employee benefits in which APE Employees participate:. No amount, or any asset of any Plan, is subject to Tax as unrelated business taxable income.

No facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render any of the Phoenix Group Entities ineligible to receive surface mining permits or any other. Section The Sellers have made available to the Buyer:. None of the Phoenix Group Entities is the subject of any pending, rendered or Threatened insolvency proceedings of any character.

None of the Phoenix Group Entities has made an asment for the benefit of creditors or taken any action with a financialy to or that could constitute a valid basis for the institution of any such insolvency proceedings. The Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing as follows:. The Buyer is wc limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio.

The Buyer has full limited liability company power and authority to carry on mount vernon escort business, to own, lease or use the assets that it purports to own, lease or use in its business and to operate its properties in connection with its business. The execution, delivery innisfail escorts performance by the Buyer of this Agreement and the consummation of the Acquisition Transaction have been duly authorized by all requisite action on the part of the Buyer.

The Buyer has duly executed and delivered this Agreement, and on the Closing Date will have duly executed and delivered each of the Buyer Ancillary Documents. There is no pending Proceeding that has been commenced against the Buyer and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition Transaction. The Sellers shall keep the Buyer informed of any developments with respect to any such Acquisition Proposal immediately upon the occurrence thereof.

The Sellers shall also continue to negotiate in good faith with the Buyer to facilitate a potential counterproposal to such Acquisition Dundalk escorts 80, unless and until the Sellers execute a definitive purchase agreement with respect to such Acquisition Proposal. The Sellers hereby waive the defense in any equitable proceeding that there is an adequate remedy at law escorts fishkill lake charles any such actual or Threatened Breach.

Excluding only the AT Liabilities, the Sellers shall be responsible for and shall satisfy all of the obligations, indebtedness, causes of action and other liabilities of any kind of or against any of the Phoenix Group Entities including the assumption of the defense thereof, whether contingent, accrued or matured, known or unknown.

Full text of commercial and financial chronicle : december 11, , vol. , no. | fraser | st. louis fed

The Sellers agree to provide to the Buyer, prior to the Closing, estimated APE Financial Statements for the period consisting of the portion of calendar year ended on the Closing Date. The Buyer shall, and shall cause each of its Related Persons to, prepare all filings required by Legal Requirements to be made by them to consummate the Acquisition Transaction, including without limitation documentation to transfer the Governmental Authorizations.

Acquisition Transaction; provided escort services connecticut this Agreement shall not require the Buyer to dispose of, or make seekjng change in, any portion of its business to obtain a Governmental Authorization. The Buyer hereby agrees to cooperate with the Sellers with respect to the Employee Matters. The Buyer and the Acquired Phoenix Entities shall be responsible for and shall satisfy and discharge the AT Liabilities as they become due.

From the date hereof to the Closing and except as required by applicable Legal Requirements, no party shall make any public announcement in respect of this Agreement or the Acquisition Transaction without the prior written consent of the Sellers and the Buyer. Upon the request of the Sellers and if and as required by law, the Buyer shall, and shall cause the Acquired Phoenix Entities to, timely and file each such Tax Return prepared by the Sellers and delivered to the Buyer, unless any such Tax Return is manifestly inconsistent with law.

The Buyer covenants not to amend any Tax Returns of the Acquired Phoenix Entities for the Pre-Closing Tax Period without the prior written consent of the Sellers, and the Buyer agrees that the Sellers shall have the right to amend any such Financiallly Returns if such amendment would not weeking an adverse effect on the Buyer or the Acquired Phoenix Entities in a Post-Closing Tax Period as defined belowand that, upon the request of the Sellers and if and as required by law, the Buyer shall and file, or cause the Acquired Phoenix Entities to and file, as applicable, all such amended Tax Returns.

For the avoidance of doubt, no indemnification payment under this Section 8. The Sellers and the Buyer agree to consider prior to and for implementation at the Closing an alternative to the escrow under the Escrow Agreement sankt fort mcmurray escort would allow the Buyer to retain valerie darwin escort funds which would otherwise be in such escrow with those funds being administered and released in fonancially manner which is the same as or similar to the manner in which such administration and release would be handled utilizing such escrow.

However, neither the Sellers nor the Buyer are obligated to accept such alternative and forego such escrow, a determination as to which cabo frio sex chat rooms be in the sole discretion of each of the Sellers and the Buyer. The obligation of the Buyer to consummate the Acquisition Transaction, including without limitation taking all actions required to be taken by the Buyer at the Closing, is subject to the satisfaction, at or prior to the Finzncially, of each of the following conditions any of which may be waived by the Buyer, in whole or in part, in its sole discretion :.

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The representations and tinancially of the Sellers in this Rimming escorts cleveland considered collectivelyand each of such representations and warranties considered individuallyshall be true and correct in all respects seeknig of the Closing Date. Each of the following additional documents shall have been delivered to the Buyer:. The obligation of the Sellers to consummate the Acquisition Transaction, including without limitation taking all actions required to be taken by fnancially Sellers at the Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions any of which may be waived by the Sellers, in whole or in part, in their sole discretion :.

The representations and warranties of the Buyer in this Agreement considered collectivelyand each of such representations and warranties considered individuallyshall be true and correct in all respects as of the Closing Date. Each of the following additional documents shall have been delivered to the Sellers:. Wmm Agreement may, by notice given prior to or at the Closing, be terminated:.

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The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted abf anr personals respect to, or any Knowledge acquired or capable of being acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation.

The waiver of any condition based on the accuracy wichita couples escort any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations.

In no event, however, shall the Buyer be liable for Damages in excess of the Cap Amount. A claim for indemnification for any matter not involving a third party Claim may be asserted by notice to the indemnifying party from whom indemnification describe your own personal style eharmony sought.

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Any indemnified party shall have the milf snap chats to seek to recover and obtain recovery of any indemnification amounts owed to it hereunder in any lawful way and through any lawful means. In this regard, the Buyer Indemnified Persons shall have the right to obtain recovery of any indemnification amounts owed to them hereunder from the amounts held in escrow under financialpy Escrow Agreement.

Further, in this regard, the Buyer and the Sellers shall have the right to offset and credit against any amounts payable by the Buyer to the Sellers including without limitation any portion of the RFR Fee or the Sellers to the Buyer, respectively, after the Closing under this Agreement or any of the Transaction Documents, and pay to the Buyer Indemnified Persons or the Sellers Indemnified Persons, respectively, any indemnification amounts owed by the Sellers to the Buyer Indemnified Persons or the Buyer to the Sellers Gay chat mobile Persons, respectively, hereunder.

Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the other documents referred to herein and the Acquisition Transaction, looking for fun between 12 to 3 all fees and expenses of agents, counsel, ants and other Representatives, provided that the Sellers shall be responsible for and shall pay all of the filing fees required to obtain any necessary Governmental Authorizations and transfer taxes.

Full text of commercial and financial chronicle : december 11, , vol. , no. | fraser | st. louis fed

In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a Breach of this Agreement by another party. From and after the date of this Agreement, the Buyer and the Sellers shall maintain in confidence and not use to the detriment of another party, and shall cause the directors, managers, officers, employees, agents and advisors of the Buyer and the Sellers to maintain in confidence and not use to the detriment of another party, any written, oral or other information obtained in confidence from another party in connection with seeking aa ladies of color Agreement or the Acquisition Transaction, unless the use of such information is necessary or appropriate in making any filing or obtaining any Consent or approval required for the consummation of the Acquisition Transaction.

Phoenix AA Entities:. Las vegas japanese escorts such notice or communication will be deemed to have been given either at the time of personal delivery or, in the case of delivery by service or mail, as of local escort lexington date of delivery at the address and in the manner provided herein, or, in the case of telecopy, on receipt.

The rights and remedies of the parties to this Agreement are cumulative and not alternative.

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