GENERAL53714 - Laserfiche WebLink

Home Browse Search

2 above at Closing. Buyer shall be solely responsible for payment of the 1996 ad valorem taxes assessed against the Coal, if any, and Buyer agrees that any other fees, transfer or sales taxes which may be imposed or required in relation to Buyer's purchase of the Coal shall be the sole responsibility of and are to be paid for by Buyer. 7. Assignment: This Agreement or Buyer's rights and obligations hereunder shall not be assigned or otherwise transferred in whole or in part without Seller's prior written consent, which consent shall not be unreasonably withheld; provided, however, that Buyer may, without restriction, assign or transfer in whole or in part its rights hereunder to its parent corporation or any affiliate of Buyer. Any assignment or transfer in violation of this provision shall be deemed null and void. 8. /nsvection and Warranties: Seller represents and warrants to Buyer: (a) that Seller is lawfully seized in fee of the Coal; Ib1 that Seller is in exclusive possession of his interest in the Coal; (c) that the Coal is free and clear of all encumbrances except as otherwise stated below: The Coal is subject to all prior oil and gas leases; all prior conveyances of record of portions of the Coaf or interests in the Coal, or of any rights, titles or interests therein; existing oil and gas wells; reservations of rights to drill for oil, gas, water and other minerals of record; and all exceptions, reservations, conditions, rights, privileges, easements, encumbrances or rights-of-way as are contained within prior instruments of record affecting the Coal or as are apparent from an inspection of the Coal; (d) that Seller has good right to sell the Coal to Buyer as aforesaid and that he will forever warrant and defend the Coal; (e) that with respect to the Coal, to the best of Seller's knowledge, there are no pending or threatened actions, suits, claims or proceedings; and (f) that there are no other third party leases, tenancies, licenses or other rights or interests in or to the Coal other than as set forth herein. The representations and warranties shall survive the Closing and transfer of title. 9. Representations of Buyer: Buyer represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into and perform this Agreement in accordance with the terms and conditions hereof and the execution and delivery of the Agreement has been authorized by all necessary corporation actions. copurch.001/Itg - 3 - Paul Swisher Purchase Anrnmm~~.