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EXHIBIT 2.6
XXXX OF SALE, CONVEYANCE AND ASSIGNMENT
This Xxxx of Sale, Conveyance and Assignment (this "Xxxx of Sale"),
dated November 12, 1997, is between XXXXXXXXX MINING, INC., a Kentucky
corporation and a wholly owned subsidiary of AEI Holding Company, Inc., 0000
Xxxxx Xxx Xxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 ("Purchaser"), and AEI HOLDING
COMPANY, INC., a Delaware corporation, 0000 Xxxxx Xxx Xxx Xxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Seller").
NOW, THEREFORE, for and in consideration of the performance and
observance of the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignment. Seller does hereby sell, convey, transfer, assign and
deliver to Purchaser all of its right, title and interest in and to the assets
listed on Annex A (the "Acquired Assets"), to have and to hold unto Purchaser,
its successors and assigns forever.
2. Covenant. Purchaser and Seller covenant and agree that the covenants
contained herein shall be binding upon their respective successors and assigns.
3. Governing Law. This Xxxx of Sale shall be governed by, and construed
and interpreted in accordance with, the laws of the Commonwealth of Kentucky,
without regard to its conflict of laws principles. Each party agrees that any
action brought in connection with this Xxxx of Sale against another shall be
filed and heard in Fayette County, Kentucky, and each party hereby submits to
the jurisdiction of the Circuit Court of Fayette County, Kentucky, and the U.S.
District Court for the Eastern District of Kentucky, Lexington Division.
4. Counterparts. This Xxxx of Sale may be executed in one or more
counterparts (including by means of telecopied signature pages) and all such
counterparts taken together shall constitute one and the same Xxxx of Sale.
5. Severability. If any provision of this Xxxx of Sale or its
application will be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of all other applications of that
provision, and of all other provisions and applications hereof, will not in any
way be affected or impaired. If any court shall determine that any provision of
this Xxxx of Sale is in any way unenforceable, such provision shall be reduced
to whatever extent is necessary to make such provision enforceable.
6. Entire Agreement. All prior negotiations and agreements by and among
the parties hereto with respect to the subject matter hereof are superseded by
this Xxxx of Sale, and there are no representations, warranties, understandings
or agreements with respect to the subject matter hereof other than those
expressly set forth in this Xxxx of Sale. No extension, change, modification,
addition or termination of this Xxxx of Sale shall be enforceable unless in
writing and signed by the party against whom enforcement is sought.
7. Headings. Section headings are not to be considered part of this
Xxxx of Sale, are solely for convenience of reference, and shall not affect the
meaning or interpretation of this Xxxx of Sale or any provision in it.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Xxxx of Sale as of the date first above written.
SELLER: AEI HOLDING COMPANY, INC.,
a Delaware corporation
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: President
PURCHASER: XXXXXXXXX MINING, INC.,
a Kentucky corporation
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Treasurer
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ANNEX A
All assets transferred to Seller pursuant to the Xxxx of Sale, dated
November 12, 1997, between Seller and Xxxxxxxxx Enterprises, Inc., other than
(i) the aircraft leased pursuant to the Aircraft Lease Agreement, dated July 9,
1996, between Provident Commercial Group, Inc. and Xxxxxxxxx Enterprises, Inc.,
as amended, and (ii) the aircraft leased pursuant to the Finance Lease, dated
April 7, 1995, between PNC Leasing Corp., Kentucky and Bowie Resources, Limited
("Bowie"), and assigned from Bowie to Xxxxxxxxx Enterprises, Inc.
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