Common use of Transfer of Permits Clause in Contracts

Transfer of Permits. All Permits listed in Appendix 14a are as of the Transfer Date transferred to the Purchaser. In case consents or waivers of third parties (not yet obtained) are required for the assignment and transfer of such Permits, the Sellers shall take all reasonable efforts to obtain (or to procure the obtaining of) such consents or waivers as soon as possible after Closing, and the Purchaser shall each take all reasonable efforts to assists the Sellers. In case a third party that must consent to the assignment of a particular contract to Purchaser refuses to do so despite the reasonable efforts of the Sellers, the Parties will cooperate and agree in good faith on an arrangement that places the Parties in the same position as would an assignment. Until the relevant consents or waivers are obtained, the Sellers shall give all reasonable assistance to the Purchaser to exercise or enforce the rights and perform the obligations, in each case, of the Sellers under such Permits. The Parties acknowledge that the Purchaser shall notify the environmental authorities of the change of the identity of the operator of EL Business, where after such authorities consider whether they approve the transfer of the environmental permit to the Purchaser (unconditionally or subject to certain conditions). The Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such approval as soon as possible after Closing, and until the relevant approvals are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with the environmental permits and other environmental compliance. With respect to the non-assignable Permits listed in Appendix 14b, the Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such Permits as soon as possible after Closing, and until the relevant Permits are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with applicable laws and regulations, and where relevant, with contractual obligations under the Commercial Contracts.

Transfer of Permits. All Permits listed Within ten (10) business days following the Effective Date and prior to Closing, Buyer will prepare in Appendix 14a are a form and manner satisfactory to Seller and Buyer, and Buyer and Seller, as applicable, will file with each of the Transfer Date transferred to Governmental Authorities set forth on Schedule 5.11(a), all applications (collectively, the Purchaser. In case consents or waivers of third parties (not yet obtained“Successor Permittee Applications”) are required for the assignment transfer to Buyer of all of the Seller’s or other’s (i) coal mining and related permits and authorizations, in each case as set forth on Schedule 5.11(a) (collectively, the “Mining Permits”) and (ii) Environmental Permits set forth on Schedule 5.11(a); provided that, with respect to any application for a Permit currently under review, such transfer documentation shall be submitted by Buyer as soon as practical following the issuance of such Permits, the Sellers Permit. Seller shall take commercially reasonable steps to cooperate with Buyer in completing all necessary forms to effect the Successor Permittee Applications. The Parties shall use their commercially reasonable efforts to obtain all such Mining Permits and Environmental Permits set forth on Schedule 5.11(a) to be effective as of Closing. In connection with the foregoing, each Party will (a) promptly notify the other Party of any written communications to that Party or its Affiliates from any Governmental Authority and, subject to procure applicable Law, provide the obtaining of) such consents other party with a copy of any written communication to or waivers as soon as possible after Closingfrom any Governmental Authority with respect to any filings, investigations or inquiry concerning the Mining Permits and the Purchaser shall each take all reasonable efforts transactions contemplated by this Agreement; and (b) not participate in any substantive meeting or discussion with any Governmental Authority with respect to assists any such filings, investigations or inquiries unless it consults with the Sellers. In case a third party that must consent other Party in advance and, to the assignment extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meetings or discussions. The Successor Permittee Applications will include Buyer’s Required Financial Assurance of a particular contract to Purchaser refuses to do so despite the reasonable efforts of the Sellers, the Parties will cooperate type and agree in good faith on an arrangement that places the Parties in the same position as would an assignment. Until the relevant consents or waivers are obtained, the Sellers shall give all reasonable assistance value required under Law and satisfactory to the Purchaser appropriate Governmental Authorities in order to exercise or enforce substitute for, replace and supersede the rights and perform the obligationsSeller’s Financial Assurance, in each case, of the Sellers under so that such Permits. The Parties acknowledge that the Purchaser shall notify the environmental authorities of the change of the identity of the operator of EL Business, where after such authorities consider whether they Governmental Authorities may approve the transfer of the environmental permit Mining Permits to the Purchaser (unconditionally or subject to certain conditions). The Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (includingBuyer and, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such approval as soon as possible after Closingreasonable practicable thereafter, release such Seller’s Financial Assurance and until all collateral therefor, in each case effective as of the relevant approvals are obtained, Closing Date. Buyer shall bear the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with the environmental permits fees and other environmental compliance. With costs incurred by it with respect to the non-assignable Permits listed bonds and other security it may post in Appendix 14b, the Sellers shall cooperate connection with the Purchaser foregoing. For clarification, it is the intention of the Parties that each such Mining Permit and Environmental Permit set forth on Schedule 5.11(a) be transferred to Buyer effective as of the Closing Date, to the extent permitted by the applicable Governmental Authorities, and that Buyer’s Required Financial Assurance shall not become effective until the Closing Date. Buyer, at its sole cost and expense, will take all reasonable efforts actions as may be necessary to assist the Purchaser (including, without limitation, providing any required information or documentation release and agreeing on relevant transitional arrangements) in obtaining such Permits as soon as possible after Closing, and until the relevant Permits are obtained, the Sellers shall give discharge Seller form all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with applicable laws and regulations, and where relevant, with contractual obligations under the Commercial ContractsMining Permits and the Environmental Permits, to the extent related to the Business, effective as of Closing. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller for any and all Damages incurred by Seller as a result of any breach or any noncompliance with this Section.

Transfer of Permits. All Promptly after the date of this Agreement, (a) Seller shall notify the Kentucky Energy and Environment Cabinet (the “Kentucky EEC”) in writing of the proposed succession for each of the mining Permits listed as items 52, 74 and 75 in Appendix 14a are Section 4.13(b) of the Seller Disclosure Schedules (the “Mining Permits”); and (b) Buyer will comply with all requirements of applicable Law (including submission of an application for a successor permit for each of the Mining Permits and the posting of bonds in accordance with applicable Law) necessary to obtain, at its sole cost and expense, written approval from the Kentucky EEC (the “Kentucky EEC Approval”) of Buyer’s succession to the Mining Permits (assuming that the Facility covered by each such Mining Permit will be operated in all material respects in the manner in which Seller is operating it as of the Transfer Date transferred date of this Agreement). Except as provided in 405 KRS 5:032 Section 25(4), Buyer shall not conduct mining operations at the Facility covered by the Mining Permit prior to receipt of the Kentucky EEC Approval. Buyer acknowledges that the approval by the Kentucky EEC of the applications for successor Mining Permits is subject to the PurchaserKentucky EEC’s post-Closing review and processing of the applications and thus receipt of the Kentucky EEC Approval is not a condition to the Closing. In case consents or waivers Buyer and Seller otherwise agree to cooperate in connection with the transfer or, to the extent non-transferable, reissuance in Buyer’s name, of third parties (not yet obtainedall Environmental Permits listed on Section 4.13(b) are of the Seller Disclosure Schedules required for the assignment operation of the Business in accordance with applicable Law. IsoFX Supply Agreement . Promptly after the date hereof and transfer of such Permits, the Sellers shall take all reasonable efforts in any event prior to obtain (or to procure the obtaining of) such consents or waivers as soon as possible after Closing, and the Purchaser each party shall each take all reasonable efforts to assists the Sellers. In case a third party that must consent to the assignment of a particular contract to Purchaser refuses to do so despite the reasonable efforts of the Sellers, the Parties will cooperate and agree negotiate in good faith and enter into at Closing a supply agreement for the provision of IsoFX by an Affiliate of Seller to Buyer or its Affiliate acquiring the Business (the “IsoFX Supply Agreement”) upon the principal terms set forth on an arrangement that places the Parties in the same position as would an assignment. Until the relevant consents or waivers are obtained, the Sellers shall give all reasonable assistance to the Purchaser to exercise or enforce the rights and perform the obligations, in each case, of the Sellers under such Permits. The Parties acknowledge that the Purchaser shall notify the environmental authorities of the change of the identity of the operator of EL Business, where after such authorities consider whether they approve the transfer of the environmental permit to the Purchaser (unconditionally or subject to certain conditions). The Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such approval as soon as possible after Closing, and until the relevant approvals are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with the environmental permits Exhibit L and other environmental compliance. With respect to such customary terms as the non-assignable Permits listed in Appendix 14b, the Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such Permits as soon as possible after Closing, and until the relevant Permits are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with applicable laws and regulations, and where relevant, with contractual obligations under the Commercial Contractsparties thereto may mutually agree.

Transfer of Permits. All Permits listed in Appendix 14a are as of the Transfer Date transferred to the Purchaser. In case consents or waivers of third parties (not yet obtaineda) are required for the assignment and transfer of such Permits, the Sellers shall take all reasonable efforts to obtain (or to procure the obtaining of) such consents or waivers as soon as possible after Closing, and the Purchaser shall each take all reasonable efforts to assists the Sellers. In case a third party that must consent to the assignment of a particular contract to Purchaser refuses to do so despite the reasonable efforts of the Sellers, the Parties will cooperate and agree in good faith on an arrangement that places the Parties in the same position as would an assignment. Until the relevant consents or waivers are obtained, the Sellers shall give all reasonable assistance to the Purchaser to exercise or enforce the rights and perform the obligations, in each case, of the Sellers under such Permits. The Parties acknowledge that (1) Buyer requires the Purchaser shall notify the environmental authorities Permits set forth on Section 2.19 of the change Disclosure Schedule in order to lawfully own, lease and use the Acquired Assets, operate the Business and occupy and use the Transferred Real Properties after the Closing, and (2) the transfer, assignment or revocation and reissuance of such Permits is or may be subject to the approval of the identity issuing Governmental Entity. Unless and until the issuing Governmental Entity recognizes Buyer’s right to operate under the terms of the operator of EL Businessany such Permit, where after Sellers shall continue to maintain such authorities consider whether they approve the transfer of the environmental permit Permits to the Purchaser maximum extent permissible under applicable Law or otherwise allowed by the applicable Governmental Entity, except that Buyer shall (unconditionally A) promptly pay or subject satisfy the corresponding liabilities for the enjoyment of such Permit by Buyer and the Business after the Closing, (B) promptly pay all reasonable out-of-pocket costs and expenses incurred by Sellers in providing such arrangements and taking such actions, and (C) indemnify Sellers in full for any fines or penalties for violations of any such Permit suffered or incurred by Sellers to certain conditions)the extent arising from Buyer’s utilization of any such Permit. (b) The Sellers Parties shall cooperate with the Purchaser and take all use commercially reasonable efforts to assist have transferred, assigned or revoked and reissued, any Permits held by Sellers that are necessary for the Purchaser (includingBuyer to operate the Business at the Transferred Real Properties. Buyer shall, without limitationat Buyer’s sole cost and expense, providing timely prepare, submit and diligently prosecute applications for the transfer or reissuance to Buyer of any such Permits held by Sellers that Buyer is required information or documentation and agreeing on relevant transitional arrangements) in obtaining such approval as soon as possible after Closingto hold to operate the Business at the Transferred Real Property, and until Sellers shall reasonably cooperate with Buyer to obtain the relevant approvals are obtainedissuing Governmental Entity’s approval of the transfer, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request assignment or revocation and cost, to ensure the compliance with the environmental permits and other environmental compliancereissuance of such Permits. With respect to the non-assignable Permits listed in Appendix 14b, the Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such Permits as soon as possible after Closing, and until the relevant Permits are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with applicable laws and regulations, and where relevant, with contractual obligations under the Commercial Contracts.36