Common use of Right to Rely Clause in Contracts

Right to Rely. Following the Closing, any rights to indemnification, payment, reimbursement or other remedy based on representations, warranties, covenants or agreements in this Agreement or in any certificate delivered pursuant hereto shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) before the Closing. The waiver of any condition based on the accuracy of any representation or warranty, or in the performance of or compliance with, any such covenant or agreement, shall not affect the right to indemnification, payment, reimbursement, or any other remedy based on such representations, warranties, covenants or agreements. Each Party has caused this Agreement to be executed by its respective duly authorized officer as of the date first above written. XXXXXXXXXXXX COAL COMPANY By: /s/ Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary XXXXXXXXXXXX RESOURCE PARTNERS, LP By: XXXXXXXXXXXX RESOURCES GP, LLC, its general partner By: /s/ Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary Exhibit A to Amended and Restated Contribution Agreement by and between Xxxxxxxxxxxx Coal Company and Xxxxxxxxxxxx Resource Partners, LP dated July 31, 2015 DEFINITIONS

Right to Rely. Following the Closing, any rights to indemnification, payment, reimbursement or other remedy based on representations, warranties, covenants or agreements in this Agreement or in any certificate delivered pursuant hereto shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) before the Closing. The waiver of any condition based on the accuracy of any representation or warranty, or in the performance of or compliance with, any such covenant or agreement, shall not affect the right to indemnification, payment, reimbursement, or any other remedy based on such representations, warranties, covenants or agreements. Each Party has caused this Agreement to be executed by its respective duly authorized officer as of the date first above written. XXXXXXXXXXXX COAL COMPANY By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary Senior Vice President, Chief Administrative Officer XXXXXXXXXXXX RESOURCE PARTNERS, LP By: XXXXXXXXXXXX RESOURCES GP, LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxx-Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxxxx-Xxxxxxxx Title: General Counsel & Assistant Secretary Chief Legal Officer Exhibit A to Amended and Restated Contribution Agreement by and between Xxxxxxxxxxxx Coal Company and Xxxxxxxxxxxx Resource Partners, LP dated July 31June 1, 2015 DEFINITIONS