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real property which overlies the abandoned underground workings described in
<br />Exhibit 1.Z(2)(d).
<br />2.3 Absence of Conflicts. Except as set forth in Exhibit 2.3, neither the
<br />execution and delivery of this Agreement or anv_ related agreement to which the
<br />Companies will be a party pursuant hereto, the compliance by of the Companies
<br />with the terms and conditions hereof or thereof nor the consummation by the
<br />Companies of the transactions contemplated hereby or thereby will: (a) conflict with
<br />any of the terms, conditions or provisions of the articles of incorporation, by-laws or
<br />other charter documents of the Companies; (b) violate any provision of, or require
<br />any consent, authorization or approval under, any law or administrative regulation
<br />or any judicial, administrative or arbitration order, award, judgment, writ,
<br />injunction or decree applicable to, or any governmental permit or license issued to,
<br />the Companies; (c) conflict ~vith, result in a breach of, constitute a default under
<br />(whether by notice or the lapse of time or both), or accelerate or permit the
<br />acceleration of the performance required by, or require any consent, authorization or
<br />approval (other than those required to be obtained which have been duly obtained
<br />by the Companies) under, any material indenture, mortgage, lien, lease, agreement
<br />or instrument to which any of the Companies is a party or by which it is bound; or
<br />(d) result in the creation of any Lien upon the Assets. The term "Liens," as used in
<br />this Agreement, shall mean all liens, mortgages, security interests, pledges, deeds of
<br />trust, statutory liens for unpaid rentals, options or other charges and encumbrances.
<br />• 2.4 Corporate Power and Authoritx. Each of the Companies has the
<br />corporate power and authority to execute and deliver this Agreement and to
<br />perform its obligations under this Agreement and any related agreement to which
<br />any of the Companies is or will be a party pursuant hereto, and, on the Closing Date,
<br />each of the Companies shall have taken, or caused to have been taken, all necessary
<br />corporate action to authorize the execution, delivery and performance of this
<br />Agreement and any related agreement to which any of the Companies is or will be a
<br />party pursuant hereto and the consummation of the transactions contemplated
<br />hereby and thereby. This Agreement constitutes, and upon the execution and
<br />delivery by the Companies of the other agreements between the parties referred to
<br />herein or contemplated hereby, such agreements shall constitute, the legal, valid
<br />and binding obligations of the Companies, and this Agreement and each such other
<br />agreement will be enforceable against the Companies in accordance with its terms,
<br />except as such obligations and enforceability may be limited by bankruptcy,
<br />insolvency, reorganization, moratorium and other similar laws and general
<br />principles of equity relating to or limiting the enforceability of rights generally.
<br />2.5 Litigation. Exhibit 2.5 is a list of: (i) all legal actions, suits, arbitrations
<br />or other legal, administrative or governmental investigations, inquiries or
<br />proceedings pending or, to the best of Basin's and NCE's knowledge, threatened
<br />• against the Assets, (ii) all orders, cvrits, judgments, injunctions, decrees,
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