2020-04-14_PERMIT FILE - C1996083A (8)

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subsidiaries, taken as a whole; (ii) the consummation of any initial public offering of equity securities of the Bowie or any of its subsidiaries or any successor entity of Bowie, including through a master limited partnership structure; or (iii) any distributions by Bowie to Cedars (other than tax distributions). 6. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, jointly and severally, represent and warrant to Halas as follows: 6.1. E.vislence; Authority. Each Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. Each Seller has the absolute and unrestricted right, power, authority and capacity, corporate or otherwise, to execute and deliver this Agreement, and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with ite to-rm- 6.2. Non-Conirt nor the consummation of the tr breach of or default under, or re conditions or provisions of any, obligation to which either Selle organizational documents; or (ii 6.3. Ofvnership. its Cedars Units and BRC Intere good and marketable title to its encumbrances, and the sole rigl Flalas and to receive the Purchas C_Z n C_�.rd c_ -C ? - v 3 6.4. Valuation of that it has made its own informe Each Seller acknowledges that i,,-, . %,kiaia ututs ana ti Ku interests may be worth significantly more or less than the Purchase Price. Each Seller is very familiar with Cedars, Bowie. BRC and BRM and has had the opportunity to ask questions of and receive information regarding the business operations of Cedars, Bowie, BRC and BRM, and their respective financial condition and prospects, and all such questions have been answered and all such information has been provided to the full satisfaction of such Seller, including without limitation, in connection with Bowie's acquisition plans, export plans, mining projections and on-going litigation matters. Bowie is working on expanding its operations and may eventually become a public company. In such event, the value of Seller's Cedars Units may be worth significantly more than the Purchase Price. Sellers specifically acknowledge and agree that Halas, Bowie and Cedars have disclosed to Sellers various opportunities for Cedars, Bowie and/or one or more of their Affiliates to acquire certain assets or equity interests pursuant to Project Four Star, 7. REPRESENTATIONS AND WARRANTIES OF HALAS. Halas hereby represents and warrants to Sellers as follows: