Laserfiche WebLink
(b) Sellers shall sell, transfer, convey and assign to Halas, and Halas <br />shall purchase from Sellers, free and clear of all liens and encumbrances, all of the BRC <br />Interests. <br />2. OWNERSHIP OF CEDARS, BRC AND BRM. As of the Closing Date, after giving effect <br />to the sale of the Cedars Units and RRC Interests described in Section 1 above, all of the Units of <br />Cedars shall be owned by Halas, and neither Seller shall own any equity interest in Cedars, BRC <br />or BRM. <br />3. CLOSING. The closing of the purchase and sale of the Cedars Units and the BRC <br />Interests ("Closing") shall occur on a date selected by Halas, provided that such Closing shall <br />occur no later than March 31, 2016 (the date of such Closing being the "Closing Date"). <br />4. PURCHASE PRICE. In consideration of the Cedars Units and the BRC Interests, on the <br />Closing Date, Halas shall pay Sellers the sum of amount redacted (the <br />"Purchase Price") in immediately available fiends to an account (or accounts) designed by <br />Sellers. <br />S. ADDITIONAL CONSIDERATION. As additional consideration to Sellers in respect of the <br />Cedars Units, upon the occurrence of a "Liquidity Event" (as defined below), Halas shall direct <br />the proceeds of such Liquidity Event to be paid by Cedars as follows: <br />(a) The ....................amount redacted ........................... received by Cedars <br />from such Liquidity Event shall be paid to Halas (acknowledging that some portion of this initial <br />Fifty Million Dollars may be required to be used by Halas to satisfy pre-existing debts of Cedars <br />to Trafigura AG, Seacap Leasing Associates and/or Deutsche Bank); <br />(b) The ......................amount redacted ......................... received by Cedars <br />from such Liquidity Event shall be paid to Sellers; <br />(c) The next ....................amount redacted ................... received by Cedars <br />from such Liquidity Event shall be paid to Flalas; <br />(d) The next .......................amount redacted ............... received by Cedars <br />from such Liquidity Event shall be paid to Sellers; and <br />(e) All additional monies received by Cedars from such Liquidity Event <br />shall be paid to Halas. <br />Notwithstanding anything contained herein to the contrary, Sellers acknowledge and agree that <br />the maximum payments they are entitled (collectively) to receive under this Section 5 is ............ <br />.........amount redacted ..................... and that together with the Purchase Price, the maximum <br />consideration payable to Sellers (collectively) under this Agreement is ........ amount redacted... <br />............................. <br />For purposes of this Agreement, the term "Liquidity Event" shall mean (i) the sale, lease, <br />transfer, conveyance or other disposition, in one transaction or a series of related transactions, of <br />all or substantially all of the assets of the Bowie Resource Partners, LLC ("Bowie") and its <br />2 <br />