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2021-04-19_PERMIT FILE - C1981038A
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2021-04-19_PERMIT FILE - C1981038A
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Last modified
10/18/2024 11:18:03 AM
Creation date
4/30/2021 1:54:26 PM
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DRMS Permit Index
Permit No
C1981038A
IBM Index Class Name
Permit File
Doc Date
4/19/2021
Section_Exhibit Name
Volume 1 2.03 Legal, Financial, Compliance and Related Info
Media Type
D
Archive
Yes
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subsidiaries, taken as a whole; (ii) the consummation of any initial public offering of equity <br />securities of the Bowie or any of its subsidiaries or any successor entity of Bowie, including <br />through a master limited partnership structure; or (iii) any distributions by Bowie to Cedars <br />(other than tax distributions). <br />6. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, jointly and severally, <br />represent and warrant to Halas as follows: <br />6.1. E.vistence; Authority. Each Seller is duly organized, validly existing and in <br />good standing under the laws of the state of its organization. Each Seller has the absolute and <br />unrestricted right, power, authority and capacity, corporate or otherwise, to execute and deliver <br />this Agreement, and to perform its obligations under this Agreement. This Agreement has been <br />duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation <br />of each Seller enforceable against each Seller in accordance with its terms. <br />6.2. Non-Contraveittion. Neither the execution and delivery of this Agreement <br />nor the consummation of the transactions contemplated herein, will (i) conflict with, result in a <br />breach of or default under, or require the consent of another person pursuant to any of the terms, <br />conditions or provisions of any written or oral contract, license, agreement or other instrument or <br />obligation to which either Seller is a party or by which either Seller is bound or either Seller's <br />organizational documents; or (ii) violate any applicable law applicable to either Seller. <br />6.3. Ownership. Each Seller holds of record and owns legally and beneficially <br />its Cedars Units and BRC Interests free and clear of all liens and encumbrances. Each Seller has <br />good and marketable title to its Cedars Units and BRC Interests, free and clear of all liens and <br />encumbrances, and the sole right and authority to sell the Cedars Units and BRC Interests to <br />Halas and to receive the Purchase Price therefor. <br />6.4. Valitation of the Company Interests. Each Seller represents and warrants <br />that it has made its own informed independent valuation of its Cedars Units and BRC Interests. <br />Each Seller acknowledges that its Cedars Units and BRC Interests may be worth significantly <br />more or less than the Purchase Price. Each Seller is very familiar with Cedars, Bowie. BRC and <br />BRM and has had the opportunity to ask questions of and receive information regarding the <br />business operations of Cedars, Bowie, BRC and BRM, and their respective financial condition <br />and prospects, and all such questions have been answered and all such information has been <br />provided to the full satisfaction of such Seller, including without limitation, in connection with <br />Bowie's acquisition plans, export plans, mining projections and on-going litigation matters. <br />Bowie is working on expanding its operations and may eventually become a public company. In <br />such event, the value of Seller's Cedars Units may be worth significantly more than the Purchase <br />Price. Sellers specifically acknowledge and agree that Halas, Bowie and Cedars have disclosed <br />to Sellers various opportunities for Cedars, Bowie and/or one or more of their Affiliates to <br />acquire certain assets or equity interests pursuant to Project Four Star. <br />7. REPRESENTATIONS AND WARRANTIES OF HALAS. Halas hereby represents and <br />warrants to Sellers as follows: <br />
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