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equity, of, in and to the above described Coal in and underlying the Land, with <br />the hereditaments and appurtenances. <br />2. Purchase Price: The purchase price of the Coal is <br />which amount less (1) the down <br />payment specified in paragraph 3 below; and (2) Seller's prorate share of the <br />1996 and all prior years' ad valorem taxes, if any, are due and payable, the same <br />constituting a lien which is not yet due and payable, shall be paid in the form of <br />a check, wire transfer or in immediately available funds to Seller at Buyer's <br />address shown above on the closing date (the "Closing") unless otherwise agreed <br />to in writing between the parties. <br />3. Qown Payment: Upon the execution of this Agreement by Seller and Buyer, <br />Buyer agrees to pay Seller a down payment of <br />~, which amount shall be credited against the Purchase Price at the <br />time of Closing. Unless otherwise agreed to in writing by both Seller and Buyer, <br />if the closing does not take place on or before the date specified below, Seller <br />shall be entitled to retain as liquidated damages the down payment herein <br />specified and the parties shall have no further obligations under this Agreement; <br />provided, however, if the parties are unable to close due to a lack of marketable <br />and/or insurable title due to liens, encumbrances and defects in Seller's title to the <br />Coal as determined by Buyer, then in that event this Agreement may, at Buyer's <br />option, be terminated or further extended by agreement in writing between Buyer <br />and Seller until such time as Buyer assures itself that Seller has and is able to <br />convey marketable and/or insurable title to the Coal. In the event this Agreement <br />is terminated by Buyer due to Seller's inability to convey marketable and/or <br />insurable title to the Coal, Seller shall not be entitled to retain the down payment <br />and shall remit the down payment to Buyer forthwith. <br />4. Closino: Subject to paragraph 3 above, the Closing of this purchase and sale <br />transaction shall take place on or before the 30th day of September, 1996, at <br />Buyer's address as hereinabove mentioned. At the time of closing, Buyer shall <br />deliver to Seller the remainder of the agreed upon purchase price. <br />5. ~: Title to the Coal shall pass to Buyer upon Closing. At Closing, Seller shall <br />deliver to Buyer (al a Warranty Deed to the Coal in substantially the same form <br />as that set forth in Exhibit "B" attached hereto and made a part hereof, free and <br />clear of all liens and encumbrances except all rights-of-way, reservations, <br />restrictions, production/overriding royalties, easements, covenants and conditions <br />as may appear of record on the date of Closing, and except the 1996 and all <br />subsequent years' ad valorem taxes, if any, which may constitute a lien, but are <br />not yet currently due and payable. Seller shall not create any lien or encumbrance <br />against the Coal between the date of this Agreement and Closing, and shall <br />remove any such lien or encumbrance at or prior to the Closing at its sole cost. <br />6. Taxes: The full year 1996 ad valorem taxes assessed against the Coal, if any, <br />shall be prorated between Seller and Buyer as of the date of Closing based upon <br />the 1995 ad valorem taxes, if any, and Seller's pforata share of any such ad <br />valorem taxes shall be deducted from the purchase price stipulated in oaracrar.t. <br />