Common use of Limitations of Representations and Warranties Clause in Contracts

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: 4.1.15.1 NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 3.1 AND THIS ARTICLE 4 AND IN THE OTHER AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS TRANSACTION (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller“OTHER AGREEMENTS”), the AssetsTHE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, and the officers and employees of SellerEXPRESS, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated herebyIMPLIED, Buyer has relied solely on the basis of its own independent investigation and upon the express representationsSTATUTORY OR OTHERWISE, warrantiesINCLUDING REPRESENTATIONS AND WARRANTIES RELATED TO MERCHANTABILITY, covenantsCONDITION, and agreements set forth in this AgreementFITNESS FOR PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. THE BUYER ACKNOWLEDGES AND AGREES THAT THERE ARE NO EXCEPT TO THE EXTENT COVERED BY SUCH A REPRESENTATION OR WARRANTY EXPRESSLY MADE BY SELLER IN SECTION 3.1, THIS ARTICLE 4 AND THE OTHER AGREEMENTS AND WITHOUT LIMITING AND EXCEPT FOR SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, THE SELLER IS SELLING AND CONVEYING AND THE BUYER IS PURCHASING, TAKING AND ACCEPTING THE PURCHASED ASSETS (INCLUDING ANY RIGHTS IN THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY) “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIESWARRANTIES EXPRESSLY MADE BY THE SELLER IN SECTION 3.1, THIS ARTICLE 4 AND THE OTHER AGREEMENTS, THE SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY ADDITIONAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE PURCHASED ASSETS (INCLUDING THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY), OR (B) THE ACCURACY, SPECIFICATIONS, QUALITY, FITNESS, MERCHANTABILITY, REPRODUCIBILITY OR CORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY; AND (II) EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING DISCLAIMS AND NEGATES ANY RIGHTS OF THE ABOVEBUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF LATENT DEFECTS, NOTWITHSTANDING ANYTHING WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE SELLER AND THE BUYER THAT, SUBJECT TO THE CONTRARY IN TERMS OF THIS AGREEMENT, THE PURCHASED ASSETS ARE TO BE ACCEPTED BY THE BUYER IN THEIR PRESENT CONDITION AND STATE OF REPAIR. 4.1.15.2 WITHOUT LIMITING AND EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN SECTION 3.1, THIS ARTICLE 4 AND THE OTHER AGREEMENTS, THE SELLER MAKES NONO ADDITIONAL WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL LIABILITIES OR OTHER ENVIRONMENTAL MATTERS, INCLUDING WITH RESPECT TO THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS AT, IN, ON OR UNDER, OR DISPOSED OF OR DISCHARGED OR RELEASED FROM, THE PURCHASED ASSETS. FURTHERMORE, WITHOUT LIMITING AND EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN SECTION 3.1, THIS ARTICLE 4 AND THE OTHER AGREEMENTS, THE SELLER MAKES NO ADDITIONAL WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, DATA AND INTERPRETATIONS NOW, HERETOFORE OR HEREAFTER MADE AVAILABLE TO THE BUYER IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PURCHASED ASSETS, PRICING ASSUMPTIONS, POTENTIAL FOR PROFITS, PROJECTED COSTS, AND DISCLAIMS ANYANY ACQUIRED OR LICENSED DATA, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTEANY ENVIRONMENTAL INFORMATION, OR OTHERWISE REGARDING ALL GEOLOGICAL DATAANY OTHER MATERIAL FURNISHED TO THE BUYER BY THE SELLER, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES ANY AFFILIATE OF THE ASSETSSELLER OR ANY DIRECTOR, MINEABILITY OF COALOFFICER, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES SHAREHOLDER, EMPLOYEE, COUNSEL, AGENT OR ADVISOR OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND SELLER OR ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDAFFILIATE OF THE SELLER.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to SellerNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, the AssetsIT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT THE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, and the officers and employees of SellerEXPRESS, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated herebyIMPLIED, Buyer has relied solely on the basis of its own independent investigation and upon the express representationsSTATUTORY OR OTHERWISE, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING. IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT COVERED BY A REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR IN THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, AND SUBJECT TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING, THE BUYERS TAKE THE ASSETS “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1, OR THE OTHER DOCUMENTS DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS OR THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), OR (B) THE ACCURACY, SPECIFICATIONS, QUALITY, FITNESS, MERCHANTABILITY, REPRODUCIBILITY OR CORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY; AND (II) NEGATES ANY RIGHTS OF THE BUYERS UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYERS FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE SELLER AND THE BUYERS THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE ASSETS ARE TO BE ACCEPTED BY THE BUYERS IN THEIR CONDITION AND STATE OF REPAIR AS EXPRESSLY SET FORTH IN OF THE DATE OF THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, 14.1.15.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT THE SELLERS ARE NOT MAKING, AND SELLERS EXPRESSLY DISCLAIM, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLERS IN THIS AGREEMENT AND ANY OTHER DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, AND IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT EXPRESSLY COVERED BY SUCH A REPRESENTATION OR WARRANTY MADE HEREIN OR THEREIN AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, THE BUYER TAKES THE PURCHASED ASSETS AND THE BUSINESS “AS IS, WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS. (b) ” WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO GENERALITY OF THE CONTRARY IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLERS IN THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, EACH SELLER MAKES NO, HEREBY (I) EXPRESSLY DISCLAIMS AND DISCLAIMS ANY, NEGATES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY AT COMMON LAW, STATUTEBY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE PURCHASED ASSETS (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE REGARDING OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), OR (B) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA (INCLUDING DATA MADE AVAILABLE FOR REVIEW BY BUYER IN A VIRTUAL DATA ROOM), SPECIFICATIONS, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY, INCLUDING AS TO (1) TITLE, (2) LOCATION, SIZE, NUMBER AND CURRENT STATUS OF ALL GEOLOGICAL FACILITIES, (3) CAPACITY, (4) COMPLIANCE WITH LAW, (5) COSTS, EXPENSES, REVENUES, RECEIPTS, PRICES, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (6) CONTRACTUAL, ECONOMIC AND FINANCIAL INFORMATION AND DATA, RESERVE (7) CONTINUED FINANCIAL VIABILITY, INCLUDING PRESENT OR RESOURCE DATAFUTURE VALUE OR ANTICIPATED INCOME AND PROFITS, SUFFICIENCY (8) ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, (9) FEDERAL, STATE AND LOCAL INCOME TAXES AND TAX CONSEQUENCES, (10) ABSENCE OF MINING PATENT AND LATENT DEFECTS, (11) SAFETY, (12) STATE OF REPAIR, (13) MERCHANTABILITY, OR (14) THROUGHPUT, DEDICATIONS AND CHARACTERISTICS; AND (II) NEGATES ANY RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETSBUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, MINEABILITY OF COALWHETHER KNOWN OR UNKNOWN, QUALITY OF COAL RESERVES AND INVENTORIES. IT BEING THE ACREAGES INTENTION OF THE REAL PROPERTY SET FORTH SELLERS AND THE BUYER THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, THE PURCHASED ASSETS ARE TO BE ACCEPTED BY THE BUYER “AS IS, WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS” IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER SHALL CONDUCT ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE DATA PROVIDED IN CONNECTION WITH THIS AGREEMENT AND SATISFY ITSELF FULLY AS TO THE QUALITY, ACCURACY, COMPLETENESS AND MATERIALITY OF THE SAME; BUYER IS FULLY AWARE OF THE INHERENT RISKS INVOLVED IN THE EVALUATION OF INFORMATION SIMILAR TO THE DATA PROVIDED IN CONNECTION WITH THIS AGREEMENT AND IN THE ACQUISITION, OWNERSHIP AND OPERATORSHIP OF PROPERTIES SIMILAR TO THE PURCHASED ASSETS; AND BUYER HAS RELIED SOLELY ON ITS OWN INDEPENDENT EVALUATION AND ANALYSIS OF THE SUCH DATA IN ITS DECISION TO ENTER INTO A DEFINITIVE AGREEMENT COVERING THE PURCHASED ASSETS. 14.1.15.2 WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLERS IN THIS AGREEMENT ARE APPROXIMATIONS AND OR ANY REPRESENTATION OTHER DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, THE SELLERS MAKE NO WARRANTY OR WARRANTY REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT THERETO IS DISCLAIMEDTO ANY ENVIRONMENTAL CONDITIONS, ENVIRONMENTAL LIABILITIES OR OTHER ENVIRONMENTAL MATTERS, INCLUDING WITH RESPECT TO THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES AT, IN, ON OR UNDER, OR DISPOSED OF OR DISCHARGED OR RELEASED FROM, THE PURCHASED ASSETS.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Sellerthe Sellers: (a) The Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Sellerthe Sellers, the Assets, and the officers and employees of Seller, the Sellers and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets and financial evaluations that were provided to the Buyer and are more fully described in Section 4.2 of the Sellers' Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the AssetsReal Property, and (iii) fully completed all inspections of the AssetsReal Property. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets Real Property is necessary for purposes of acquiring the Assets for Buyer's intended use. THE BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, THE SELLERS MAKE NO AND DISCLAIMS ANY, DISCLAIM ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a4.1(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE III (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to SellerAS MODIFIED, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN THIS AGREEMENT. (bSECTION 11.2(c), IN EACH CASE BY THE COMPANY DISCLOSURE SCHEDULE) WITHOUT LIMITING BY THE ABOVECOMPANY, NOTWITHSTANDING ANYTHING THE EQUITYHOLDERS IN THE MEMBER CONSENT, INSTRUCTION LETTERS OR LETTERS OF TRANSMITTAL, AS APPLICABLE, AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THE CONTRARY IN THIS AGREEMENT, SELLER THE COMPANY MAKES NO, AND DISCLAIMS ANYHAS NOT AUTHORIZED ANY OF ITS AFFILIATES TO MAKE ANY OTHER, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDTO THE COMPANY, THE GROUP COMPANIES OR THE TRANSACTIONS, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY, ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED, SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN SECTION 11.2(c), IN EACH CASE BY THE COMPANY DISCLOSURE SCHEDULE), THE MEMBER CONSENT, INSTRUCTION LETTERS, LETTERS OF TRANSMITTAL AND IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT, MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT OR MERGER SUB BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY THE COMPANY OR ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS). THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PARENT OR MERGER SUB REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY THE GROUP COMPANIES.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH AND WARRANTIES CONTAINED IN THIS AGREEMENT. ARTICLE IV (bAS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING AND IN EACH OTHER TRANSACTION AGREEMENT TO THE CONTRARY IN THIS AGREEMENTWHICH SELLER IS A PARTY, SELLER MAKES NO, AND DISCLAIMS ANYNOR HAS ANY OTHER PERSON BEEN AUTHORIZED BY SELLER OR ITS AFFILIATES TO MAKE, REPRESENTATION OR WARRANTY, WHETHER ANY OTHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE COMPANY CAPITAL STOCK OR THE TRANSACTION, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND IN EACH OTHER TRANSACTION AGREEMENT TO WHICH SELLER IS DISCLAIMEDA PARTY, SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY SELLER OR THE COMPANY IN CONNECTION WITH THE TRANSACTION). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY THE COMPANY AND ITS SUBSIDIARIES. THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ACKNOWLEDGMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED. NOTHING IN THIS SECTION 4.5 SHALL LIMIT THE LIABILITY OF ANY PARTY FOR INTENTIONAL FRAUD.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH AND WARRANTIES CONTAINED IN THIS AGREEMENT. ARTICLE V (b) WITHOUT LIMITING AS MODIFIED BY THE ABOVECOMPANY DISCLOSURE SCHEDULE), NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER COMPANY MAKES NO, AND DISCLAIMS ANYHAS NOT AUTHORIZED ANY OF ITS AFFILIATES TO MAKE, REPRESENTATION OR WARRANTY, WHETHER ANY OTHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDTO THE COMPANY, THE ACQUIRED SECURITIES, THE BLOCKERS, THE FAIRWAY GROUP COMPANIES OR THE TRANSACTION, AND THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY, ANY AFFILIATE OF THE COMPANY, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES), INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY THE COMPANY OR ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTION. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR FUTURE PROFITABILITY OF THE BUSINESS CONDUCTED BY THE BLOCKERS AND THE FAIRWAY GROUP COMPANIES.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH AND WARRANTIES CONTAINED IN THIS AGREEMENT. ARTICLE III (b) WITHOUT LIMITING AS MODIFIED BY THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENTCOMPANY DISCLOSURE SCHEDULE), SELLER MAKES NO, AND DISCLAIMS ANYHAS NOT AUTHORIZED ANY OF THE COMPANIES, REPRESENTATION ANY OF ITS OR WARRANTYTHEIR AFFILIATES OR ANY OTHER PERSON TO MAKE, WHETHER ANY OTHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDTO SELLER, THE ACQUIRED SECURITIES, THE COMPANIES OR THE TRANSACTION, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER, THE COMPANIES, ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON AND IF MADE, ANY SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES), INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY SELLER, THE COMPANIES OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THE TRANSACTION. SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR FUTURE PROFITABILITY OF THE BUSINESS CONDUCTED BY THE COMPANIES.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH AND WARRANTIES CONTAINED IN THIS AGREEMENT. ARTICLE III (b) WITHOUT LIMITING AS MODIFIED BY THE ABOVECOMPANY DISCLOSURE SCHEDULE), NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SUCH SELLER MAKES NO, AND DISCLAIMS ANYHAS NOT AUTHORIZED THE COMPANY OR ANY OF ITS AFFILIATES TO MAKE, REPRESENTATION OR WARRANTY, WHETHER ANY OTHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDTO SUCH SELLER, THE ACQUIRED SECURITIES, THE BLOCKERS, THE FAIRWAY GROUP COMPANIES OR THE TRANSACTION, AND SUCH SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH SELLER, ANY AFFILIATE OF SUCH SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SUCH SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), SUCH SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SUCH SELLER OR ANY OF ITS AFFILIATES), INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY SUCH SELLER, THE COMPANY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THE TRANSACTION. SUCH SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR FUTURE PROFITABILITY OF THE BUSINESS CONDUCTED BY THE BLOCKERS AND THE FAIRWAY GROUP COMPANIES.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to SellerNOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, the AssetsIT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT THE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, and the officers and employees of SellerEXPRESS, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated herebyIMPLIED, Buyer has relied solely on the basis of its own independent investigation and upon the express representationsSTATUTORY OR OTHERWISE, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING. IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT COVERED BY A REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR IN THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1 OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, AND SUBJECT TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT OR ANY OTHER CERTIFICATE OR DOCUMENT DELIVERED AT THE CLOSING, THE BUYER TAKES THE ASSETS “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLER IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.1.2, THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1, OR THE OTHER DOCUMENTS DELIVERED BY THE SELLER IN CONNECTION WITH THE CLOSING, THE SELLER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) WITHOUT LIMITING THE ABOVE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY AT COMMON LAW, STATUTEBY STATUTE OR OTHERWISE, RELATING TO (A) THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS OR THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OF CONFORMITY TO MODELS OR RESOURCE DATA, SUFFICIENCY SAMPLES OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVEMATERIALS), PROCESSING CAPABILITIES OF OR (B) THE ASSETSACCURACY, MINEABILITY OF COALSPECIFICATIONS, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMED.QUALITY, FITNESS, 31

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to Seller, the Assets, and the officers and employees of Seller, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation and upon the express representations, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH AND WARRANTIES CONTAINED IN THIS AGREEMENT. ARTICLE IV (b) WITHOUT LIMITING AS MODIFIED BY THE ABOVECOMPANY DISCLOSURE SCHEDULE), NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER SUCH BLOCKER MAKES NO, AND DISCLAIMS ANYHAS NOT AUTHORIZED THE COMPANY OR ANY OF ITS AFFILIATES TO MAKE, REPRESENTATION OR WARRANTY, WHETHER ANY OTHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDTO SUCH BLOCKER, THE ACQUIRED SECURITIES, THE FAIRWAY GROUP COMPANIES OR THE TRANSACTION, AND SUCH BLOCKER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH BLOCKER, THE BLOCKER SELLERS, ANY AFFILIATE OF THE BLOCKER SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SUCH BLOCKER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), SUCH BLOCKER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SUCH BLOCKER OR ANY OF ITS AFFILIATES), INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY THE BLOCKER SELLERS, SUCH BLOCKER, THE COMPANY OR ANY OF THEIR REPRESENTATIVES IN CONNECTION WITH THE TRANSACTION. SUCH BLOCKER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PROBABLE SUCCESS OR FUTURE PROFITABILITY OF THE BUSINESS CONDUCTED BY SUCH BLOCKER AND THE FAIRWAY GROUP COMPANIES.

Limitations of Representations and Warranties. The following limitations apply with regard to any representations and warranties by Seller: (a) Buyer acknowledges that (i) it has had and pursuant to this Agreement will have before Closing access to SellerNOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLERS IN CONNECTION WITH THIS AGREEMENT, the AssetsIT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT NO SELLER IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, and the officers and employees of SellerEXPRESS, and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated herebyIMPLIED, Buyer has relied solely on the basis of its own independent investigation and upon the express representationsSTATUTORY OR OTHERWISE, warranties, covenants, and agreements set forth in this Agreement. Without limiting the above, Buyer has, prior to the execution and delivery of this Agreement, (i) reviewed the environmental site assessments available to Seller with respect to the Assets that were provided to Buyer and are more fully described in Section 4.2 of the Disclosure Schedule, (ii) had full opportunity to conduct to its satisfaction inspections of the Assets, and (iii) fully completed all inspections of the Assets. Buyer acknowledges, after such review and inspections, that no further investigation of the Assets is necessary for purposes of acquiring the Assets for Buyer's intended use. BUYER ACKNOWLEDGES THAT THERE ARE NO BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.3, OR THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1, 2.9.6 OR 2.9.8.1, AND IT IS UNDERSTOOD THAT, EXCEPT TO THE EXTENT COVERED BY SUCH A REPRESENTATION OR WARRANTY EXPRESSLY MADE HEREIN OR THEREIN AND WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, BUYER TAKES THE ASSETS AND ANY RIGHTS IN THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY MADE BY THE SELLERS IN THIS AGREEMENT, THE SPECIAL WARRANTY DEED(S) DELIVERED PURSUANT TO SECTION 2.9.3, OR THE CERTIFICATES DELIVERED PURSUANT TO SECTION 2.9.1, 2.9.6 OR 2.9.8.1, THE SELLERS HEREBY (I) EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (bA) THE CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS OR THE OWNED INTELLECTUAL PROPERTY AND LICENSED INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITING LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), (B) ANY INFRINGEMENT BY ANY SELLER OR ANY OF ITS AFFILIATES OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT OF ANY THIRD PARTY OR (C) THE ABOVEACCURACY, NOTWITHSTANDING ANYTHING SPECIFICATIONS, QUALITY, FITNESS, MERCHANTABILITY, REPRODUCIBILITY OR CORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY; AND (II) NEGATES ANY RIGHTS OF THE BUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE SELLERS AND THE BUYER THAT, SUBJECT TO THE CONTRARY IN TERMS OF THIS AGREEMENT, SELLER MAKES NO, THE ASSETS ARE TO BE ACCEPTED BY THE BUYER IN THEIR PRESENT CONDITION AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE REGARDING ALL GEOLOGICAL DATA, RESERVE OR RESOURCE DATA, SUFFICIENCY STATE OF MINING RIGHTS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.l(a) ABOVE), PROCESSING CAPABILITIES OF THE ASSETS, MINEABILITY OF COAL, QUALITY OF COAL RESERVES AND INVENTORIES. THE ACREAGES OF THE REAL PROPERTY SET FORTH IN THIS AGREEMENT ARE APPROXIMATIONS AND ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO IS DISCLAIMEDREPAIR.