Dedication of Coal Sample Clauses

Dedication of Coal. Seller represents and warrants that it will own, lease or otherwise control a sufficient number of Tons of recoverable coal from the Mines or other mines reasonably acceptable to Keystone (the "Coal Reserves") to supply coal in accordance with the provisions of this Agreement. Seller covenants that it will not lease, convey, assign, sell, transfer or otherwise dispose of or agree to dispose of any of its interests in the Coal Reserves in any quantity which would jeopardize Seller's ability to perform under this Agreement; provided that Seller and its affiliates may grant a security interest in the Coal Reserves to any parties which provide financing to Seller or any parent, subsidiary or affiliate of Seller, upon notice to but without further consent of Keystone. Prior to the Financial Closing Date, and during the Term of this Agreement, Seller agrees to provide such information as Keystone may reasonably request, and, upon reasonable prior notice, to permit Keystone, its consultants, or representatives of any Financing Parties to inspect the Mines, to verify the representations and warranties contained in this Section 3.2. Any such inspection of the Mines shall be at the risk of the parties performing such inspection and shall be conducted under the supervision and authority of representatives of the Seller.
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Dedication of Coal. 12 3.3 Substitution.......................................................................... 13
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Dedication of Coal. 10 3.3 Substitution ................................................ 11 3.4 ICL's Right to Purchase Replacement Coal .................... 12
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Dedication of Coal. (a) Seller represents and warrants that it owns, leases or otherwise controls a sufficient number of Tons of recoverable coal from the Primary Source or from other sources which meet the specifications hereunder (the "Coal Reserves") to provide the quantity of coal with the quality specified in Article VI which ICL may require during the Term of this Agreement. Seller hereby dedicates for ICL 30,000,000 Tons of coal (the "Dedicated Quantity") from the Coal Reserves for this purpose. Attached as Exhibit 3.2 is a description of the recoverable coal constituting or including the Coal Reserves. From time to time, Seller may substitute recoverable coal from other sources which Seller owns, leases or otherwise controls for recoverable coal then included in the Coal Reserves if such substitute coal meets the specifications hereunder, subject to the approval of ICL which will not be unreasonably withheld. Nothing in this Section 3.2(a) shall limit Seller's right to deliver coal from another source which meets the specifications hereunder, subject to the additional requirements of subsections (ii), (iii) and (iv) of Section 3.3. Except for transactions in accordance with Article XVIII, Seller covenants that it will not lease, convey, assign, sell, transfer, mortgage, grant a security interest in or otherwise dispose of, encumber or agree to dispose of or encumber any of its interests in the Coal Reserves in any quantity which could jeopardize Seller's ability to supply the Dedicated Quantity; it being expressly understood that, this covenant shall not prohibit Seller from granting a mortgage or other security interest in the Coal Reserves pursuant to any arms length transaction providing secured financing to Seller or an affiliate of Seller on commercially reasonable terms under which the secured party and the purchaser is subject to ICL's rights to the Coal Reserves under this Section 3.2. (b) Seller agrees to provide such information as ICL may reasonably request at any time during the Term hereof, and to permit ICL, its consultants, or representatives of any Financing Parties to inspect the Coal Reserves and any mines operating thereon to verify the covenants, representations and warranties contained in this Section 3.2 at any time during the Term hereof. (c) The Dedicated Quantity shall be reduced by the quantity of coal delivered hereunder each Operating Year, but if such delivery is less than 1,000,000 Tons in an Operating Year, the Dedicated Quantity shall b...
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Related to Dedication of Coal

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