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i • <br />to be supplied, to any Governmental Authority in connection with <br />any Taxes. <br />"Taxes" means all levies and assessments of any kind or <br />nature imposed by any Governmental Authority, including but not <br />limited to all income, sales, use, ad valorem, value added, <br />franchise, severance, net or gross proceeds, withholding, <br />payroll, employment, excise or property taxes, together with any <br />interest thereon and any penalties, additions to tax or <br />additional amounts applicable thereto. <br />"Transaction Documents" means all instruments and documents <br />executed and delivered by Buyer or Seller or any officer, <br />director, or Affiliate of either of them in connection with this <br />Agreement or.the transactions contemplated hereby. <br />ARTICLE 2 <br />Sale of Shares <br />Section 2.1 Transfer of Shares. Subject to the terms and <br />conditions of this Agreement, at Closing Seller shall sell and <br />transfer to Buyer, and Buyer shall purchase from Seller, free and <br />clear of all Liens, all of the Shares. <br />Section 2.2 Purchase Price. As consideration for the <br />Shares, Buyer shall pay to Seller the sum of U.S. $100.00 (the <br />"Purchase Price"), adjusted as provided below. <br />ARTICLE 3 <br />Related Matters <br />Section 3.1 Transfer Taxes. Seller shall be solely <br />responsible for the payment of, and shall timely pay in <br />accordance with all applicable Legal Requirements, all stamp, <br />transfer and similar taxes and fees relating to the transactions <br />contemplated hereby, and shall indemnify and hold harmless Buyer <br />from and against all Losses arising with respect thereto. <br />Section 3.2 Repurchase Riaht. Seller agrees to use its <br />best good faith efforts to abate, resolve or otherwise remedy as <br />promptly as practicable all unabated permit, cessation order or <br />other violations which are associated with either Seller or any <br />of their Affiliates and identified in the records of the <br />Applicant Violator System ("AVS") maintained by the Office of <br />Surface Mining Reclamation and Enforcement. Seller shall provide <br />Buyer with evidence of such abatement or resolution promptly <br />after it is available. Buyer shall examine such evidence upon <br />receipt, and conduct such other investigations of the violations <br />and their abatement or resolution as it shall deem appropriate <br />including, without limitation, consultation with applicable <br />4 <br />