Common use of Permits and Environmental Compliance Clause in Contracts

Permits and Environmental Compliance. (a) Each Asset Sale Company is in material compliance with all Environmental Laws related to the Purchased Assets. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to the Permits, (ii) revocation or suspension of any license or Permits, or (iii) exposure of Buyer to the imposition of any fines or other civil or criminal monetary penalty in excess of $5,000. The Permits include all material permits, licenses, franchises and other authorizations necessary to conduct the Mining Activities as currently conducted and the Asset Sale Companies are in material compliance with all such Permits. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity and no such proceeding is pending or, to the Knowledge of PCC, threatened. (b) PCC has made available to Buyer true and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations held by each Operator pertaining to the Purchased Assets, as amended, supplemented and modified through the date hereof, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency by an Operator pertaining to the Purchased Assets or are in the process of development either in-house or through consultants. (c) Schedule 3.7 includes a true and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator with respect to the Purchased Assets from the Virginia Department of Mines, Minerals and Energy ("VDMME"), the Virginia Department of Environmental Quality ("VDEQ"), the federal Environmental Protection Agency ("EPA"), the federal Office of Surface Mining ("OSM"), the federal Mine Safety and Health Administration ("MSHA"), or any other Governmental Authority that remain outstanding. No Operator is subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQ, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased Assets. (d) With respect to the Purchased Assets, each Operator is in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), the Federal Mine Safety and Health Act of 1977, as amended, all similar statutes of the Commonwealth of Virginia, and all rules and regulations promulgated under those Acts and statutes by OSM, MSHA, VDMME, VDEQ and any other Governmental Authority. With respect to the Purchased Assets, no Operator has been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings instituted by OSM, VDMME or any other Governmental Authority. (e) To the Knowledge of PCC, after the Closing, Buyer will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued prior to Closing with respect to the Purchased Assets. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. The representation in the previous sentence does not relate to any matters for which Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (f) No Asset Sale Company has, with respect to the Purchased Assets, either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (g) To the Knowledge of PCC, no conditions existing as of the Closing Date and relating to the Purchased Assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates will prevent or materially hinder Buyer's compliance with Environmental Laws, require Buyer to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon Buyer any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage.

Permits and Environmental Compliance. (a) Each Asset Sale Company Except as shown on SECTION 5.6(a) of the Disclosure Schedule, Seller is in material compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to Seller is not in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of the Buyer to the imposition of any fines or other civil or criminal monetary penalty in excess of Five Thousand Dollars ($5,000). The Seller has not received any notification from any Governmental Authority or any other Person alleging, claiming or notifying that Seller is in violation of any Environmental Laws, and no Basis exists for Seller to receive such notification. (b) SECTION 5.6(b) of the Disclosure Schedule sets forth all Permits include all material permits, licenses, franchises necessary and other authorizations necessary required to conduct the Mining Activities as currently conducted by Seller, and the Asset Sale Companies are Seller is in material compliance with all such Permits. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCthe Seller, threatened. (bc) PCC The Seller has made available to the Buyer true true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator Seller pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations held by each Operator Seller pertaining to the Purchased Assets, as amended, supplemented and modified through the date hereofof this Agreement, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator Seller pertaining to the Purchased Assets or are in the process of development either in-house or through consultants. (cd) SECTION 5.6(d) of the Disclosure Schedule 3.7 includes a true true, correct and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator Seller since January 1, 2001, with respect to the Purchased Assets from the Virginia Department of Minesapplicable Governmental Authorities, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("EPA"), the federal Office of Surface Mining ("OSM"), the federal Federal Mine Safety and Health Administration ("MSHA") and the Pennsylvania Department of Environmental Protection (the "PADEP"), or any other Governmental Authority that remain outstanding. No Operator Seller is not subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQPADEP, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased Assets. (de) With respect to the Purchased Assets, each Operator Seller is in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), the Federal Mine Safety and Health Act of 1977, as amended, the Pennsylvania Surface Mining Conservation and Reclamation Act, as amended, and all similar statutes of the Commonwealth of VirginiaPennsylvania, and all rules and regulations promulgated under those the aforementioned Acts and statutes by PADEP, EPA, OSM, MSHA, VDMMEapplicable state permitting authorities, VDEQ and any other Governmental Authority. With respect to the Purchased Assets, no Operator Seller has not been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings or investigation instituted by OSMOSM or PADEP, VDMME applicable state permitting authorities or any other Governmental Authority. (ef) To the Knowledge of PCCthe Seller, after the Closing, the Buyer will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued prior to Closing with respect to the Purchased Assets. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Liabilities being imposed on the Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. The representation in the previous sentence does not relate to any matters for which the Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) No Asset Sale Company hasNone of the Assets is identified on (i) the current or proposed National Priorities List under 40 C.F.R. Section 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System ("CERCLIS") list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of the Seller, the Real Property is not Contaminated with respect any Hazardous Substance. (A) None of the Assets has been or is being used in any manner associated with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such Assets are Contaminated by any Hazardous Substance; (B) there are no underground storage tanks regulated pursuant to RCRA Section 9001 (42 U.S.C. Section 6991) or equivalent authorized state program, located at, on, in or under the Purchased Assets; (C) there is no asbestos-containing material in any form or condition located at, on, in or under the Assets; (D) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the Assets; (E) there are no landfills or other areas located at, on, in or under the Assets where Hazardous Substances have been disposed; and (F) Seller has not disposed of any Hazardous Substance at any offsite disposal area located on the property of any other Person, other than a facility permitted by any Governmental Authority with jurisdiction to receive such Hazardous Substance; and (G) there are no above-ground storage tanks located at or on the Assets, either except as shown on SECTION 5.6(H) of the Disclosure Schedule. (i) Seller has neither expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCCthe Seller, no conditions existing as of the Closing Date and exist relating to the Purchased Assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates Mining Activities that will prevent or materially hinder the Buyer's compliance with Environmental Laws, require the Buyer to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon the Buyer any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits are in compliance with all applicable mining, reclamation, health and safety and all other applicable Laws and in accordance with reclamation plans submitted with respect to the Permits.

Permits and Environmental Compliance. (a) Each Asset Sale Company Subject Company, as related to the Contributed Assets, is in material compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC any Contributed Company nor any Asset Sale Contribution Company (such Persons being hereafter referred to in this Section 3.7 5.8 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to on the PermitsReal Property, (ii) revocation or suspension of any license or Permits, or (iii) exposure of Buyer the Company or the FRC Parties to the imposition of any fines or other civil or criminal monetary penalty in excess of $5,000. . (b) The Permits include all material permits, licenses, franchises and other authorizations necessary to conduct the Mining Activities as currently conducted by the Operators, and the Asset Sale Companies Operators are in material compliance with all such Permits. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity and no such proceeding is pending or, to the Knowledge of PCCthe AMCI Parties, threatened. (bc) PCC has The AMCI Parties have made available to Buyer the FRC Parties true and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator pertaining to the Purchased AssetsContributed Interests, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations held by each Operator pertaining to the Purchased AssetsContributed Interests, as amended, supplemented and modified through the date hereofof this Agreement, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator pertaining to the Purchased Assets Contributed Interests or are in the process of development either in-house or through consultants. (cd) Section 5.8(d) of the AMCI Disclosure Schedule 3.7 includes a true and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator with respect to the Purchased Assets Contributed Interests from the Virginia Department of Mines, Minerals and Energy ("VDMME"), the Virginia Department of Environmental Quality ("VDEQ")applicable state permitting authorities, the federal Environmental Protection Agency ("EPA"), the federal Office of Surface Mining ("OSM"), the federal Mine Safety and Health Administration ("MSHA"), or any other Governmental Authority that remain outstanding. No Operator is subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQ, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased AssetsContributed Interests. (de) With respect to the Purchased AssetsContributed Interests, each Operator is in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), the Federal Mine Safety and Health Act of 1977, as amended, all similar statutes of the Commonwealth Commonwealths of VirginiaKentucky and Pennsylvania and the States of West Virginia and Colorado, and all rules and regulations promulgated under those Acts and statutes by OSM, MSHA, VDMMEapplicable state permitting authorities, VDEQ and any other Governmental Authority. With respect to the Purchased AssetsContributed Interests, no Operator has been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings or investigation instituted by OSM, VDMME applicable state permitting authorities or any other Governmental Authority. (ef) To the Knowledge of PCCthe AMCI Parties, after the Closing, Buyer neither the FRC Parties nor the Company will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued prior to Closing with respect to the Purchased AssetsContributed Interests. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Buyer Liabilities being imposed on the FRC Parties or the Company for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. The representation in the previous sentence does not relate to any matters for which Buyer has the Company or the FRC Parties have the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) None of the assets of the Contributed Companies or the Contributed Assets is identified on (i) the current or proposed National Priorities List under 40 C.F.R. Section 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System ("CERCLIS") list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of the AMCI Parties, the Real Property is not Contaminated with any Hazardous Substance. (A) None of the assets of the Contributed Companies nor the Contributed Assets has been or is being used in any manner associated with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such assets are Contaminated by any Hazardous Substance; (B) there are no underground storage tanks regulated pursuant to RCRA Section 9001 (42 U.S.C. Section 6991) or equivalent authorized state program, and no above ground storage tanks, located at, on, in or under the assets of the Contributed Companies or the Contributed Assets; (C) there is no asbestos-containing material in any form or condition located at, on, in or under the assets of the Contributed Companies or the Contributed Assets; (D) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the assets of the Contributed Companies or the Contributed Assets; (E) there are no landfills or other areas located at, on, in or under the assets of the Contributed Companies or the Contributed Assets where Hazardous Substances have been disposed; and (F) neither any Contributed Company nor any Asset Contribution Company has disposed of any Hazardous Substance at any offsite disposal area located on the property of any other Person, other than a facility permitted by any Governmental Authority with jurisdiction to receive such Hazardous Substance. (i) No Contributed Company or Asset Sale Company hasContribution Company, with respect to the Purchased Contributed Assets, has either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCCthe AMCI Parties, no conditions existing as of the Closing Date and relating to the Purchased assets of the Contributed Companies or the Contributed Assets or the activities of the Asset Sale Subject Companies or any of their respective predecessors or Affiliates will prevent or materially hinder Buyerthe Company's compliance with Environmental Laws, require Buyer the Company to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon Buyer the Company or the FRC Parties any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits are in substantial compliance with all applicable mining, reclamation, health and safety and all other applicable Laws and in accordance with reclamation plans submitted with respect to the Permits.

Permits and Environmental Compliance. (a) Each Asset Sale Company is The Subject Companies are in material substantial compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to The Subject Companies are not in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or material restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of Buyer or any Subject Company to the imposition of any fines or other civil or criminal monetary penalty reasonably expected to be in excess of $5,000. No Subject Company has received any notification from any Governmental Authority or any other Person alleging, claiming or notifying that a Subject Company is in violation of any Environmental Laws. (b) Section 1.6 of the Disclosure Schedule sets forth all Permits and Section 1.2 of the Disclosure Schedule sets forth all Inactive Permits. The Permits and Inactive Permits include all material permits, consents, licenses, franchises orders, certificates, registrations and other authorizations similar approvals necessary or required to conduct the Mining Activities and reclamation activities as currently conducted by the Subject Companies, and the Asset Sale Subject Companies are in material substantial compliance with all such Permits and Inactive Permits. No such Permit or Inactive Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCSellers, threatened. (bc) PCC has Sellers have made available to Buyer true true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iiiii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations of Governmental Authorities held by each Operator the Subject Companies pertaining to the Purchased AssetsBusiness, as amended, supplemented and modified through the date hereofof this Agreement, and (iviii) any and all pending applications for additional mining permits Permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator pertaining to the Purchased Assets any Subject Company or are in the process of development for submission to a Governmental Authority either in-house or through consultants. (cd) Section 5.12(d) of the Disclosure Schedule 3.7 includes a true and complete list of lists all of the citations, notices of non-compliance and notices of violation received by each Operator the Subject Companies with respect to the Purchased Assets Business from applicable Governmental Authorities within the Virginia Department period of Minestime covered by the Financial Statements, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("“EPA"”), the federal Office of Surface Mining ("“OSM")”) or the equivalent state agency exercising primacy, the federal Federal Mine Safety and Health Administration ("“MSHA"), or any ”) and other Governmental Authority that remain outstandingAuthorities with similar responsibilities. No Operator is The Subject Companies are not subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQ, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased AssetsBusiness. (de) With respect to the Purchased Assets, each Operator is The Subject Companies are in material substantial compliance with all of the requirements of the state equivalent of the Surface Mining Control and Reclamation Act of 1977 ("“SMCRA"”), as adopted in West Virginia, Virginia and Kentucky, the Federal Mine Safety and Health Act of 1977, as amended, and all similar statutes of Laws applicable to the Commonwealth of VirginiaSubject Companies, and all rules and regulations promulgated under those Acts and statutes the aforementioned Laws by EPA, OSM, MSHA, VDMMEapplicable state permitting Governmental Authorities. None of the Subject Companies is the subject of any pending, VDEQ and any other Governmental Authority. With respect or to the Purchased AssetsKnowledge of Sellers, no Operator has been subjected to any threatened Proceeding that would result in any bond forfeiture, permit suspension or revocation, or similar effort and proceedings Proceedings instituted by OSM, VDMME OSM or applicable state permitting authorities or any other Governmental Authority. None of the Subject Companies has been the subject of a bond forfeiture or permit revocation. (ef) To the Knowledge of PCC, after After the Closing, neither Buyer nor any Acquired Company will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws then in effect by Governmental Authorities with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued by a Governmental Authority prior to Closing with respect to the Purchased AssetsClosing. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Liabilities being imposed on Buyer Liabilities or any Acquired Company for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "“transaction-triggered" ” or "“responsible property transfer" ” Environmental Laws, excluding Reclamation Laws. The representation representations in the previous sentence does this Section 5.12(f) do not relate to any matters for which Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) None of the assets of the Subject Companies is identified on (i) the current or proposed National Priorities List under 40 C.F.R. §300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System (“CERCLIS”) list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of Sellers, the Real Property is not materially Contaminated with any Hazardous Substance. (i) None of the assets of the Subject Companies has been or is being used in association with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such assets are materially Contaminated by any Hazardous Substance; (ii) there are no underground storage tanks regulated pursuant to RCRA § 9001 (42 U.S.C. § 6991) or equivalent authorized state program, and no above ground storage tanks, located at, on, in or under the Real Property; (iii) there is no asbestos-containing material in any form or condition located at, on, in or under any of the assets of the Subject Companies; (iv) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the assets of the Subject Companies; (v) there are no landfills or other areas located at, on, in or under the assets of the Subject Companies where Hazardous Substances have been disposed; and (vi) no Subject Company has disposed of any Hazardous Substance in violation of Environmental Laws. (i) No Asset Sale Subject Company has, with respect to the Purchased Assets, either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCC, no No conditions existing as of the Closing Date and exist relating to the Purchased Assets Subject Company’s assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates Mining Activities that will (i) prevent or materially hinder Buyer's ’s or its Affiliates compliance with Environmental Laws, (ii) require Buyer or its Affiliates to undertake any material investigatory, remedial or corrective actions pursuant to Environmental Laws (except for reclamation obligations under any Permit) or (iii) impose upon Buyer or its Affiliates any other material Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases Releases or threatened releases Releases of Hazardous Substances or imposing material Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits and Inactive Permits is in substantial compliance with all applicable mining, Reclamation Laws, Health and Safety Requirements and all other applicable Laws and in accordance with approved reclamation plans.

Permits and Environmental Compliance. (a) Each Asset Sale Company Except as shown on SECTION 5.6(a) of the Disclosure Schedule, Seller is in material compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to Seller is not in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of the Buyer to the imposition of any fines or other civil or criminal monetary penalty in excess of Five Thousand Dollars ($5,000). The Seller has not received any notification from any Governmental Authority or any other Person alleging, claiming or notifying that Seller is in violation of any Environmental Laws, and no Basis exists for Seller to receive such notification. (b) SECTION 5.6(b) of the Disclosure Schedule sets forth all Permits include all material permits, licenses, franchises necessary and other authorizations necessary required to conduct the Mining Activities as currently conducted by Seller, and the Asset Sale Companies are Seller is in material compliance with all such Permits. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCthe Seller, threatened. (bc) PCC The Seller has made available to the Buyer true true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator Seller pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations held by each Operator Seller pertaining to the Purchased Assets, as amended, supplemented and modified through the date hereofof this Agreement, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator Seller pertaining to the Purchased Assets or are in the process of development either in-house or through consultants. (cd) SECTION 5.6(d) of the Disclosure Schedule 3.7 includes a true true, correct and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator Seller since January 1, 2001, with respect to the Purchased Assets from the Virginia Department of Minesapplicable Governmental Authorities, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("EPA"), the federal Office of Surface Mining ("OSM"), the federal Federal Mine Safety and Health Administration ("MSHA") and the Pennsylvania Department of Environmental Protection (the "PADEP"), or any other Governmental Authority that remain outstanding. No Operator Seller is not subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQPADEP, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased Assets. (de) With respect to the Purchased Assets, each Operator Seller is in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), the Federal Mine Safety and Health Act of 1977, as amended, the Pennsylvania Surface Mining Conservation and Reclamation Act, as amended, and all similar statutes of the Commonwealth of VirginiaPennsylvania, and all rules and regulations promulgated under those the aforementioned Acts and statutes by PADEP, EPA, OSM, MSHA, VDMMEapplicable state permitting authorities, VDEQ and any other Governmental Authority. With respect to the Purchased Assets, no Operator Seller has not been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings or investigation instituted by OSMOSM or PADEP, VDMME applicable state permitting authorities or any other Governmental Authority. (ef) To the Knowledge of PCCthe Seller, after the Closing, the Buyer will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued prior to Closing with respect to the Purchased Assets. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Liabilities being imposed on the Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. The representation in the previous sentence does not relate to any matters for which the Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) No Asset Sale Company hasNone of the Assets is identified on (i) the current or proposed National Priorities List under 40 C.F.R. Section 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System ("CERCLIS") list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of the Seller, the Real Property is not Contaminated with respect any Hazardous Substance. (A) None of the Assets has been or is being used in any manner associated with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such Assets are Contaminated by any Hazardous Substance; (B) there are no underground storage tanks regulated pursuant to RCRA Section 9001 (42 U.S.C. Section 6991) or equivalent authorized state program, located at, on, in or under the Purchased Assets; (C) there is no asbestos-containing material in any form or condition located at, on, in or under the Assets; (D) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the Assets; (E) there are no landfills or other areas located at, on, in or under the Assets where Hazardous Substances have been disposed; and (F) Seller has not disposed of any Hazardous Substance at any offsite disposal area located on the property of any other Person, other than a facility permitted by any Governmental Authority with jurisdiction to receive such Hazardous Substance; and (G) there are no above-ground storage tanks located at or on the Assets, either except as shown on SECTION 5.6(h) of the Disclosure Schedule. (i) Seller has neither expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCCthe Seller, no conditions existing as of the Closing Date and exist relating to the Purchased Assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates Mining Activities that will prevent or materially hinder the Buyer's compliance with Environmental Laws, require the Buyer to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon the Buyer any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits are in compliance with all applicable mining, reclamation, health and safety and all other applicable Laws and in accordance with reclamation plans submitted with respect to the Permits.

Permits and Environmental Compliance. (a) Each Asset Sale Company Except as shown on SCHEDULE 5.6(a) of the Disclosure Schedule, Seller is in material compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to No Seller is in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of the Buyer to the imposition of any fines or other civil or criminal monetary penalty in excess of Five Thousand Dollars ($5,000). The No Seller has received any notification from any Governmental Authority or any other Person alleging, claiming or notifying that a Seller is in violation of any Environmental Laws, and no Basis exists for a Seller to receive such notification. (b) SECTION 5.6(b) of the Disclosure Schedule sets forth all Permits include all material permits, licenses, franchises necessary and other authorizations necessary required to conduct the Mining Activities as currently conducted by each Seller, and the Asset Sale Companies are each Seller is in material compliance with all such Permits. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCthe Sellers, threatened. (bc) PCC has The Sellers have made available to the Buyer true true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator Seller pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations held by each Operator Seller pertaining to the Purchased Assets, as amended, supplemented and modified through the date hereofof this Agreement, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator Seller pertaining to the Purchased Assets or are in the process of development either in-house or through consultants. (cd) SECTION 5.6(d) of the Disclosure Schedule 3.7 includes a true true, correct and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator Seller since January 1, 2001, with respect to the Purchased Assets from the Virginia Department of Minesapplicable Governmental Authorities, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("EPA"), the federal Office of Surface Mining ("OSM"), the federal Federal Mine Safety and Health Administration ("MSHA") and the Pennsylvania Department of Environmental Protection (the "PADEP"), or any other Governmental Authority that remain outstanding. No Operator Seller is subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQPADEP, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased Assets. (de) With respect to the Purchased Assets, each Operator Each Seller is in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), the Federal Mine Safety and Health Act of 1977, as amended, the Pennsylvania Surface Mining Conservation and Reclamation Act, as amended, and all similar statutes of the Commonwealth of VirginiaPennsylvania, and all rules and regulations promulgated under those the aforementioned Acts and statutes by PADEP, EPA, OSM, MSHA, VDMMEapplicable state permitting authorities, VDEQ and any other Governmental Authority. With respect to the Purchased Assets, no Operator Seller has been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings or investigation instituted by OSMOSM or PADEP, VDMME applicable state permitting authorities or any other Governmental Authority. (ef) To the Knowledge of PCCthe Sellers, after the Closing, the Buyer will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued prior to Closing with respect to the Purchased Assets. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Liabilities being imposed on the Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental Laws. The representation in the previous sentence does not relate to any matters for which the Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) None of the Assets is identified on (i) the current or proposed National Priorities List under 40 C.F.R. Section 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System ("CERCLIS") list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of the Sellers, the Real Property is not Contaminated with any Hazardous Substance. (A) None of the Assets has been or is being used in any manner associated with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such Assets are Contaminated by any Hazardous Substance; (B) there are no underground storage tanks regulated pursuant to RCRA Section 9001 (42 U.S.C. Section 6991) or equivalent authorized state program, located at, on, in or under the Assets; (C) there is no asbestos-containing material in any form or condition located at, on, in or under the Assets; (D) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the Assets; (E) there are no landfills or other areas located at, on, in or under the Assets where Hazardous Substances have been disposed; and (F) Sellers have not disposed of any Hazardous Substance at any offsite disposal area located on the property of any other Person, other than a facility permitted by any Governmental Authority with jurisdiction to receive such Hazardous Substance; and (G) there are no above-ground storage tanks located at or on the Assets, except as shown on SECTION 5.6(h) of the Disclosure Schedule. (i) No Asset Sale Company has, with respect to the Purchased Assets, Seller has either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCCthe Sellers, no conditions existing as of the Closing Date and exist relating to the Purchased Assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates Mining Activities that will prevent or materially hinder the Buyer's compliance with Environmental Laws, require the Buyer to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon the Buyer any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits are in compliance with all applicable mining, reclamation, health and safety and all other applicable Laws and in accordance with reclamation plans submitted with respect to the Permits.

Permits and Environmental Compliance. (a) Each Asset Sale The Company is in material substantial compliance with all Environmental Laws related to the Purchased AssetsLaws. Neither PCC nor any Asset Sale The Company (such Persons being hereafter referred to is not in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, that would result in (i) closure, suspension or material restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of Buyer Alpha, Parent or the Surviving Entity to the imposition of any fines or other civil or criminal monetary penalty reasonably expected to be in excess of $5,000. The Company has not received any notification from any Governmental Authority or any other Person alleging, claiming or notifying that the Company is in violation of any Environmental Laws. (b) Section 1.6 of the Disclosure Schedule sets forth all Permits and Section 1.2 of the Disclosure Schedule sets forth all Inactive Permits. The Permits and Inactive Permits include all material permits, consents, licenses, franchises orders, certificates, registrations and other authorizations similar approvals necessary or required to conduct the Mining Activities and reclamation activities as currently conducted by the Company, and the Asset Sale Companies are Company is in material substantial compliance with all such Permits and Inactive Permits. No such Permit or Inactive Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCShareholders, threatened. (bc) PCC has Shareholders have made available to Buyer true Parent true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iiiii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations of Governmental Authorities held by each Operator the Company pertaining to the Purchased AssetsBusiness, as amended, supplemented and modified through the date hereofof this Agreement, and (iviii) any and all pending applications for additional mining permits Permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator pertaining to the Purchased Assets Company or are in the process of development for submission to a Governmental Authority either in-house or through consultants. (cd) Section 5.12(d) of the Disclosure Schedule 3.7 includes a true and complete list of lists all of the citations, notices of non-compliance and notices of violation received by each Operator the Company with respect to the Purchased Assets Business from applicable Governmental Authorities within the Virginia Department period of Minestime covered by the Financial Statements, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("“EPA"”), the federal Office of Surface Mining ("“OSM")”) or the equivalent state agency exercising primacy, the federal Federal Mine Safety and Health Administration ("“MSHA"), or any ”) and other Governmental Authority that remain outstandingAuthorities with similar responsibilities. No Operator The Company is not subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQ, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased AssetsBusiness. (de) With respect to the Purchased Assets, each Operator The Company is in material substantial compliance with all of the requirements of the state equivalent of the Surface Mining Control and Reclamation Act of 1977 ("“SMCRA")”) as adopted in West Virginia, the Federal Mine Safety and Health Act of 1977, as amended, and all similar statutes of Laws applicable to the Commonwealth of VirginiaCompany, and all rules and regulations promulgated under those Acts and statutes the aforementioned Laws by EPA, OSM, MSHA, VDMMEapplicable state permitting Governmental Authorities. The Company is not the subject of any pending, VDEQ and any other Governmental Authority. With respect or to the Purchased AssetsKnowledge of Shareholders, no Operator has been subjected to any threatened Proceeding that would result in any bond forfeiture, permit suspension or revocation, or similar effort and proceedings Proceedings instituted by OSM, VDMME OSM or applicable state permitting authorities or any other Governmental Authority. The Company has not been the subject of a bond forfeiture or permit revocation. (ef) To the Knowledge of PCC, after After the Closing, Buyer none of Alpha, Parent nor the Surviving Entity will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed under Environmental Laws then in effect by Governmental Authorities with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions issued by a Governmental Authority prior to Closing with respect to the Purchased AssetsClosing. Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Buyer Liabilities being imposed on Alpha or the Surviving Entity for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "“transaction-triggered" ” or "“responsible property transfer" ” Environmental Laws, excluding Reclamation Laws. The representation representations in the previous sentence does this Section 5.12(f) do not relate to any matters for which Buyer either Alpha, Parent or the Surviving Entity has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) No Asset Sale None of the assets of the Company hasis identified on (i) the current or proposed National Priorities List under 40 C.F.R. § 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System (“CERCLIS”) list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of Shareholders, the Real Property is not materially Contaminated with respect any Hazardous Substance. (h) (i) None of the assets of the Company has been or is being used in association with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and no such assets are materially Contaminated by any Hazardous Substance; (ii) there are no underground storage tanks regulated pursuant to RCRA § 9001 (42 U.S.C. § 6991) or equivalent authorized state program, and no above ground storage tanks, located at, on, in or under the Purchased AssetsReal Property; (iii) there is no asbestos-containing material in any form or condition located at, on, in or under any of the assets of the Company; (iv) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the assets of the Company; (v) there are no landfills or other areas located at, on, in or under the assets of the Company where Hazardous Substances have been disposed; and (vi) the Company has not disposed of any Hazardous Substance in violation of Environmental Laws. (i) The Company has not, either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental Laws. (gj) To the Knowledge of PCC, no No conditions existing as of the Closing Date and exist relating to the Purchased Assets Company’s assets or the activities of the Asset Sale Companies or any of their respective predecessors or Affiliates Mining Activities that will (i) prevent or materially hinder Buyer's Alpha’s or its Affiliates compliance with Environmental Laws, (ii) require Buyer Parent or its Affiliates to undertake any material investigatory, remedial or corrective actions pursuant to Environmental Laws (except for reclamation obligations under any Permit) or (iii) impose upon Buyer Alpha, Parent, the Surviving Entity or any of their respective Affiliates any other material Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases Releases or threatened releases Releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damage. (k) The operation of the coal mining and processing operations and the state of reclamation with respect to the Permits and Inactive Permits is in substantial compliance with all applicable mining, Reclamation Laws, Health and Safety Requirements and all other applicable Laws and in accordance with approved reclamation plans.

Permits and Environmental Compliance. This Section 5.6 contains the sole and exclusive representations and warranties of Sellers with respect to any environmental matters, including without limitation any arising under any Environmental Laws. (a) Each Asset Sale Company is To the Knowledge of Sellers, Sellers are in material compliance with all Environmental Laws related unrelated to the Purchased Assets. Neither PCC nor any Asset Sale Company (such Persons being hereafter referred to Mining Activities, and not in this Section 3.7 as "Operators") has been notified by any Governmental Authority of any current, alleged or unresolved violation of any Environmental Laws applicable to Mining Activities, including any investigatory, remedial or corrective obligations, Activities that would result in (i) closure, suspension or restriction of any mine or mining-related activity related to the Permits, Mining Activities; (ii) revocation or suspension of any license or Permits, ; or (iii) exposure of the Buyer to the imposition of any fines or other civil or criminal monetary penalty in excess of Twenty Five Thousand Dollars ($5,000. The 25,000). (b) Section 5.6(b) of the Disclosure Schedule sets forth all Permits include all material permits, licenses, franchises and other authorizations necessary Sellers hold to conduct the Mining Activities as currently conducted part of the Business, and the Asset Sale Companies are each Seller is in material compliance with such Permits held by it. To the Knowledge of Sellers, such Permits are all of the Permits necessary for the operation by the Sellers of the Business before the Closing. Each such PermitsPermit is valid and in full force and effect. No such Permit is the subject of any proceeding by or in front of any Governmental Authority that might affect its validity Authority, and no such proceeding is pending or, to the Knowledge of PCCthe Sellers, threatened. (bc) PCC has The Sellers have made available to the Buyer true true, correct and complete copies of (i) the Permits, (ii) all of the mining permits and other permits held by each Operator Sellers pertaining to the Purchased Assets, together with a description of the permitted property or facility, the amount of the bond for each such Permit and the surety for each such bond or manner in which each such bond has otherwise been posted, (iii) all other licenses, franchises, certificates, concessions and other governmental approvals and authorizations of a Governmental Authority held by each Operator Sellers pertaining to the Purchased Assets, as amended, supplemented and modified through the date hereofof this Agreement, and (iv) any and all pending applications for additional mining permits and other licenses and authorizations that have been submitted to any governmental agency Governmental Authority by an Operator Sellers pertaining to the Purchased Assets or are in the process of development either in-house or through consultants. (cd) Section 5.6(d) of the Disclosure Schedule 3.7 includes a true true, correct and complete list of all of the citations, notices of non-compliance and notices of violation received by each Operator Sellers since January 1, 2004, with respect to the Purchased Assets from the Virginia Department of Minesapplicable Governmental Authorities, Minerals and Energy ("VDMME")including, the Virginia Department of Environmental Quality ("VDEQ")without limitation, the federal Environmental Protection Agency ("“EPA"”), the federal Office of Surface Mining ("“OSM"”), and the federal Federal Mine Safety and Health Administration ("“MSHA"”), or any other Governmental Authority that remain outstanding. No Operator Neither Seller is subject to any cessation orders, cease and desist orders, closure orders or show cause orders issued by VDMME, VDEQ, EPA, OSM, MSHA, or any such other Governmental Authority with respect to the Purchased Assets. (de) With respect to the Purchased Assets, each Operator is Sellers are in material compliance with all of the requirements of the Surface Mining Control and Reclamation Act of 1977 ("“SMCRA"”), the Federal Mine Safety and Health Act of 1977, as amended, and all similar statutes of the Commonwealth State of VirginiaColorado, and all rules and regulations promulgated under those the aforementioned Acts and statutes by EPA, OSM, MSHA, VDMMEapplicable state permitting authorities, VDEQ and any other Governmental Authority, except where the failure to be in compliance would not have a Material Adverse Effect. With respect to the Purchased Assets, no Operator neither Seller has been subjected to any bond forfeiture, permit suspension or revocation, or similar effort and proceedings or investigation instituted by OSM, VDMME applicable state permitting authorities or any other Governmental Authority. (ef) To the Knowledge of PCCthe Sellers, after the Closing, the Buyer will not be liable for any fines, penalties, fees, Taxes or other governmental charges assessed by a Governmental Authority under Environmental Laws with respect to notices of violation, cessation orders, closure orders, show cause orders or other governmental enforcement actions of a Governmental Authority issued prior to Closing with respect to the Purchased Assets. Neither To the Knowledge of the Sellers, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any Liabilities being imposed on the Buyer Liabilities for site investigation or cleanup, or notification to or consent of any Governmental Agency Authority or third parties, pursuant to any of the so-called "“transaction-triggered" ” or "“responsible property transfer" ” Environmental Laws. The representation in the previous sentence does not relate to any matters for which the Buyer has the responsibility, pursuant to this Agreement, to notify any Governmental Authority or to otherwise process with any Governmental Authority in connection with the transfer of any Permit. (fg) No Asset Sale Company hasNone of the Assets is identified on (i) the current or proposed National Priorities List under 40 C.F.R. § 300, (ii) the Comprehensive Environmental Response, Compensation and Liability Inventory System (“CERCLIS”) list, or (iii) any list arising from a federal, state or local statute similar to CERCLA. To the Knowledge of the Sellers, the Real Property is not Contaminated with respect to the Purchased Assets, either expressly or by operation of Law, assumed or undertaken any Liability, including without limitation, any Liability for corrective or remedial action, of any other Person relating to any Environmental LawsHazardous Substance. (gh) To the Knowledge of PCCthe Sellers, no conditions existing as (A) None of the Closing Date Assets has been or is being used in any manner associated with the production, manufacture, processing, generation, storage, treatment, disposal, management, shipment or transportation of Hazardous Substances, and relating no such Assets are Contaminated by any Hazardous Substance; (B) there are no underground storage tanks regulated pursuant to RCRA § 9001 (42 U.S.C. § 6991) or equivalent authorized state program, located at, on, in or under the Purchased Assets; (C) there are no materials or equipment containing polychlorinated biphenyls located at, on, in or under the Assets; (D) there are no landfills or other areas located at, on, in or under the Assets or where Hazardous Substances have been disposed; (E) neither Seller has disposed of any Hazardous Substance at any offsite disposal area located on the activities property of any other Person, other than a facility permitted by any Governmental Authority with jurisdiction to receive such Hazardous Substance. Section 5.6 (h) of the Asset Sale Companies Disclosure Schedule contains a list of above-ground storage tanks located at or any of their respective predecessors or Affiliates will prevent or materially hinder Buyer's compliance with Environmental Laws, require Buyer to undertake any investigatory, remedial or corrective actions pursuant to Environmental Laws or impose upon Buyer any other Liabilities pursuant to Environmental Laws, including without limitation, any Environmental Laws relating to onsite or offsite releases or threatened releases of Hazardous Substances or imposing Liability for personal injury, property damage or natural resource damageon the Assets.