Coal Assets Sample Clauses

Coal Assets. For purposes of this Agreement, “Coal Assets” shall mean:

Coal Assets. (i) approximately 1,016,822 square meters of surface and/or mineral estates located in Heilongjiang Province, Peoples Republic of China, now or heretofore owned or possessed by Sellers, the China Everbright Bank, Heilongjiang Branch, or the Heihe Jinchang Coal Mine; (ii) all written or oral mineral and coal rights and leases, surface leases, oil and gas agreements, timber agreements, servitudes, easements, roads, cart ways, rights of access, ingress and egress and rights of way relating to or useful in connection with the coal mine formerly known as Heihe Jinchang. (sometimes collectively referred to as the "Jinchang assets")

Coal Assets. Except for Overhead and Shared Services: (i) except as set out in Section 3.1(v)(i) of the Disclosure Letter, the Coal Assets are all of the assets, properties, claims and rights of every kind owned or held for use by the Vendor Parent and its Subsidiaries (including the Purchased Entities) related to the Coal Business, other than the Excluded Assets or other assets of de minimis value of the Vendor Parent and its Subsidiaries (other than the Purchased Entities); (ii) except as set out in Section 3.1(v)(ii)of the Disclosure Letter, (A) the Purchased Entities own or have the right to use, or will upon completion of the Pre-Closing Reorganization (i) own or (ii) have the right to use, on the same terms as the Vendor Parent or any of its Subsidiaries prior to the Pre-Closing Reorganization, all of the material Coal Assets, free and clear of all Liens, other than Permitted Liens and any Liens granted by or on behalf of the Purchaser or any of its Affiliates; and (B) immediately prior to Closing, the Purchased Entities will (i) own or (ii) have the right to use, on the same terms as the Vendor Parent or any of its Subsidiaries prior to the Pre-Closing Reorganization, all of the material Coal Assets (excluding Coal Authorizations, which are addressed in Section 3.1(t)), free and clear of all Liens, other than Permitted Liens and any Liens granted by or on behalf of the Purchaser or any of its Affiliates, and, immediately following the Pre-Closing Reorganization, registered title to the material Coal Mining Lands and the material Coal Mining Interests will accurately reflect the relevant registered and, to the extent currently reflected on an applicable registry maintained by any Governmental Entity, beneficial owners thereof, as applicable; (iii) the Coal Assets (excluding Coal Authorizations, which are addressed in Section 3.1(t)) constitute all of the material assets, properties, claims and rights of every kind necessary in order to operate the Coal Business (including the Coal Mining Interests and the Coal Mining Lands) as currently conducted. Except as set out in Section 3.1(v)(iii) of the Disclosure Letter, the Coal Mining Interests and the Coal Mining Lands constitute all of the material Mining Rights necessary to operate the Coal Business as currently proposed to be conducted; (iv) immediately prior to Closing, the Purchased Entities will have all of the material surface rights from landowners or Governmental Entities permitting the entry onto and use of ...

Coal Assets. It is agreed by the parties that the Coal Subsidiaries and Coal Assets are not and shall not be part of the purchase and sale hereunder. Notwithstanding anything to the contrary herein or in the other Transaction Documents, prior to the Closing Date, Seller shall be permitted to transfer the Coal Subsidiaries to Affiliates of Seller other than the Company and its Subsidiaries by assignment, merger, asset transfer or any other means, as determined by Seller in its sole discretion. Neither Seller nor the Company make any representations or warranties herein with respect to the Coal Subsidiaries or Coal Assets (other than as set forth in Section 4.06).