Common use of Title to the Purchased Assets Clause in Contracts

Title to the Purchased Assets. (a) Subject to the terms of the Confirmation Order, upon consummation of the transactions contemplated hereby, including the transfer or reissuance of the Transferred Permits/Licenses as contemplated by ‎Section 7.03, Buyer and/or the relevant Designated Buyers will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. There are no material unrecorded Encumbrances relating to the Purchased Real Property other than Permitted Encumbrances. (b) Except for the rights and/or services to be provided under the Transition Services Agreement and the Permit Transfer Agreements, the Purchased Assets constitute all of the material property and assets used or held for use by Sellers or their Affiliates in connection with the Purchased Business, except for the Specifically Excluded Assets. The Purchased Assets, when taken together with the Specifically Excluded Assets (disregarding Buyer’s right to exclude Assumed Contracts pursuant to Section ‎2.05(d)) and the rights of Buyer (and/or any applicable Designated Buyers) under any of the Transaction Documents, when utilized by a labor force substantially similar to that employed by Sellers and their Affiliates in connection with the conduct of the Purchased Business as of the date of this Agreement, are sufficient to permit the Buyer to conduct the Purchased Business immediately following the Closing in substantially the same manner as conducted by Sellers as of the date of this Agreement and as currently contemplated by Sellers to be conducted in the next six months, including all mining, processing, loading, transporting, marketing and selling of coal and all reclamation activities. (c) There are no controlled Affiliates of Alpha Natural Resources that are not Subsidiaries of Alpha Natural Resources. No Subsidiary of Alpha Natural Resources owns any material asset, property or right that would have been a Purchased Asset if such Subsidiary had been a Seller hereunder. (d) Notwithstanding any other provision of this Agreement, immediately prior to Closing, (A) Alpha Natural Resources (i) will own all of the Purchased Assets (other than those Specified Assets held by ANR Subsidiaries consistent with ‎Section 5.13(c)) and no other assets, properties or rights and (i) will have the Assumed Liabilities and no other Liabilities, (B) ReorgCo will have assumed, subject to the discharge under section 1141 of the Bankruptcy Code and the other terms of the Plan of Reorganization and the Confirmation Order, all Liabilities of Alpha Natural Resources other than the Assumed Liabilities and (C) the outstanding equity and indebtedness of Alpha Natural Resources will be as reflected on Schedule ‎3.09(d).

Title to the Purchased Assets. (a) Subject to the terms of the Confirmation Order, upon consummation of the transactions contemplated hereby, including the transfer or reissuance of the Transferred Permits/Licenses as contemplated by ‎Section Section 7.03, Buyer and/or the relevant Designated Buyers will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. There are no material unrecorded Encumbrances relating to the Purchased Real Property other than Permitted Encumbrances. (b) Except for the rights and/or services to be provided under the Transition Services Agreement and the Permit Transfer Agreements, the Purchased Assets constitute all of the material property and assets used or held for use by Sellers or their Affiliates in connection with the Purchased Business, except for the Specifically Excluded Assets. The Purchased Assets, when taken together with the Specifically Excluded Assets (disregarding Buyer’s right to exclude Assumed Contracts pursuant to Section ‎2.05(d2.05(d)) and the rights of Buyer (and/or any applicable Designated Buyers) under any of the Transaction Documents, when utilized by a labor force substantially similar to that employed by Sellers and their Affiliates in connection with the conduct of the Purchased Business as of the date of this Agreement, are sufficient to permit the Buyer to conduct the Purchased Business immediately following the Closing in substantially the same manner as conducted by Sellers as of the date of this Agreement and as currently contemplated by Sellers to be conducted in the next six months, including all mining, processing, loading, transporting, marketing and selling of coal and all reclamation activities. (c) There are no controlled Affiliates of Alpha Natural Resources that are not Subsidiaries of Alpha Natural Resources. No Subsidiary of Alpha Natural Resources owns any material asset, property or right that would have been a Purchased Asset if such Subsidiary had been a Seller hereunder. (d) Notwithstanding any other provision of this Agreement, immediately prior to Closing, (A) Alpha Natural Resources (i) will own all of the Purchased Assets (other than those Specified Assets held by ANR Subsidiaries consistent with ‎Section Section 5.13(c)) and no other assets, properties or rights and (iii) will have the Assumed Liabilities and no other Liabilities, (B) ReorgCo will have assumed, subject to the discharge under section 1141 of the Bankruptcy Code and the other terms of the Plan of Reorganization and the Confirmation Order, all Liabilities of Alpha Natural Resources other than the Assumed Liabilities and (C) the outstanding equity and indebtedness of Alpha Natural Resources will be as reflected on Schedule ‎3.09(d3.09(d).