Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (a) the representations and warranties of the Seller contained in Section 4.1 shall be true and correct when made and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effect; (b) the Seller shall have performed and complied with all of its covenants hereunder through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effect; (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) Seller shall have received from any appropriate Governmental Authority all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reserves; (e) each of Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating to the portion of the Area of Interest shown on Exhibit A-1. (f) any other approvals of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; The Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating at or before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed contemplated by it in connection with the First Closing this Agreement is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained in Section 4.1 shall this Agreement, including Article 4, must be true and correct when made in all respects (without giving effect to any qualification as to materiality (other than qualifications using the words “materially affect the Seller’s ability to consummate the transactions contemplated by this Agreement”) or Company Material Adverse Effect) as of the date of this Agreement and as of the First Closing Date (other than representations and warranties that are made as of a except for those which refer to another specific date date, which shall have been must be true and correct as of such date), except to the extent that any failures of such representations and warranties inaccuracies, violations or breaches would not, individually or in the aggregate, result in a Company Material Adverse Effect or materially affect the Seller’s ability to be so true and correct would not have a material adverse effect; (b) the Seller shall have performed and complied with all of its covenants hereunder through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effect; (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of consummate the transactions contemplated by this Agreement; (dii) the Seller shall must have received from any appropriate Governmental Authority performed and complied in all material respects with each of its covenants hereunder through the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal ReservesClosing; (eiii) each of the Seller and W▇▇▇▇▇▇▇▇▇ shall must have executed timely delivered all items required to be delivered at Closing pursuant to Section 2(d); and (iv) the Coal Mining Lease Agreement relating Seller must have obtained all consents set forth on Schedule 7(b)(iv) (collectively, the “Seller Required Consents”), in form reasonably acceptable to the portion of the Area of Interest shown on Exhibit A-1. (f) any other approvals of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; Buyer. The Buyer may waive any condition specified in this Section 6.1 7(b) if it executes and delivers to the Seller a writing so stating at or before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained set forth in Section 4.1 3 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) the Seller shall have received from any appropriate Governmental Authority delivered to the Buyer a certificate to the effect that each of the conditions specified above in this Section 7(a) is satisfied in all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reservesrespects; (ev) the Buyer shall have received sufficient financing to fund the Purchase Price; (vi) the Buyer shall have entered into employment agreements or employment offer letters with each of Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating to the portion of the Area of Interest shown on Exhibit A-1.Employees; and (fvii) any other approvals all actions to be taken by the Seller in connection with consummation of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 7(a) if it executes a writing so stating at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained set forth in Section 4.1 3 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) the Seller shall have received from any appropriate Governmental Authority delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reservesrespects; (ev) each of the Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating delivered to the portion of Buyer the Area of Interest shown consent required under the Customer Contracts listed on Exhibit A-1.A hereto; (fvi) any other approvals all actions to be taken by the Seller in connection with consummation of any Governmental Authority required to consummate the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (vii) the execution by this Agreement shall have been received; the Seller of a license agreement in substantially the form attached hereto as Exhibit B (the “License Agreement”), a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”), and a support agreement in substantially to form attached hereto as Exhibit D (the “Support Agreement”), and the execution by Seller’s affiliate, Baltimore Technologies Ltd., of an ORC agreement in substantially the form annexed as Exhibit E (“ORC Agreement”). The Buyer may waive any condition specified in this Section 6.1 6(a) if it executes a writing so stating at or before prior to the Closing. The Seller covenants and agrees to execute, or use its reasonable best efforts to cause Baltimore Technologies Ltd. to execute, as applicable, and deliver the License Agreement, the Transition Services Agreement, the Support Agreement and the ORC Agreement upon satisfaction or waiver of each condition set forth in Sections 6(b)(i)-(vi).

Conditions to Obligation of the Buyer. The obligation of the Buyer and the Company to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (a) the representations and warranties of the Seller contained set forth in Section 4.1 3 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (b) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) the Seller shall have received from any appropriate Governmental Authority delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7.1 (a), (b) and (c) is satisfied in all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reservesrespects; (e) each of the Seller and W▇▇▇▇▇▇▇▇▇ its Subsidiaries, and the Company and its Subsidiaries, shall have executed the Coal Mining Lease Agreement relating received all other authorizations, consents, and approvals of governments and governmental agencies referred to the portion of the Area of Interest shown on Exhibit A-1.in Section 3.3 and Section 4.3 above; and (f) any other approvals all actions to be taken by the Seller in connection with consummation of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer and the Company. The Buyer may waive any condition specified in this Section 6.1 7.1 if it executes a writing so stating at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained set forth in Section 4.1 3(a) and Section 4 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) Seller the Sellers shall have received from any appropriate Governmental Authority delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iii) is satisfied in all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reservesrespects; (ev) each of Seller all applicable waiting periods (and Wany extensions thereof) under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired or otherwise been terminated; (vi) the Buyer shall have received an Escrow Agreement executed by Sellers, Escrow Agent and Sellers' Representative; (vii) the Coal Mining Lease Agreement relating Buyer shall have received from counsel to the portion Sellers an opinion addressed to the Buyer in form and substance reasonably satisfactory to counsel to Buyer, dated as of the Area of Interest shown on Exhibit A-1.Closing Date; and (fviii) any other approvals all actions to be taken by the Sellers in connection with consummation of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating 7(a) at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained set forth in Section 4.1 3(a) above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all respects; (v) the Buyer shall have received from any appropriate Governmental Authority all counsel to the necessary permits that will allow it Seller a copy of the opinion in form and substance as set forth in Exhibit B attached hereto, addressed to construct HTCC, and place into operation a coal mine slope and shaft into dated as of the No 6. and No. 5 seam of coal within the Coal ReservesClosing Date; (evi) each all actions to be taken by the Seller in connection with consummation of Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating to the portion of the Area of Interest shown on Exhibit A-1. (f) any other approvals of any Governmental Authority required to consummate the transactions contemplated by hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (vii) the Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(vi) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares as a result of the dispute described therein in the event that the Closing shall have been received; occur. The Buyer may waive any condition specified in this Section 6.1 6(a) if it executes a writing so stating at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained Sellers set forth in Section 4.1 3 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) Seller the Sellers shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iii) is satisfied in all respects; (v) the Buyer shall have received from any appropriate Governmental Authority all counsel to the necessary permits that will allow it Sellers an opinion in form and substance reasonably aceptable to construct the Sellers, addressed tothe Buyer, and place into operation a coal mine slope and shaft into dated as of the No 6. and No. 5 seam of coal within the Coal Reserves;Closing Date; and (evi) each all actions to be taken by the Sellers in connection with consummation of Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating to the portion of the Area of Interest shown on Exhibit A-1. (f) any other approvals of any Governmental Authority required to consummate the transactions contemplated by this Agreement shall have been received; hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 6.1 7(a) if it executes a writing so stating at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction of the following conditions: (ai) the representations and warranties of the Seller contained set forth in Section 4.1 3 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (bii) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (ciii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (div) the Seller shall have received from any appropriate Governmental Authority delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iii) is satisfied in all the necessary permits that will allow it to construct and place into operation a coal mine slope and shaft into the No 6. and No. 5 seam of coal within the Coal Reservesrespects; (ev) each of the Seller and W▇▇▇▇▇▇▇▇▇ shall have executed the Coal Mining Lease Agreement relating delivered to the portion of Buyer the Area of Interest shown consent required under the Customer Contracts listed on Exhibit A-1.A hereto; (fvi) any other approvals all actions to be taken by the Seller in connection with consummation of any Governmental Authority required to consummate the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (vii) the execution by this Agreement shall have been received; the Seller of a license agreement in substantially the form attached hereto as Exhibit B (the “License Agreement”), a transition services agreement in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”). The Buyer may waive any condition specified in this Section 6.1 6(a) if it executes a writing so stating at or before prior to the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the First Closing is subject to satisfaction satisfaction, or waiver, of the following conditions: (a1) the representations and warranties of the Seller contained set forth in Section 4.1 5 a. and Section 6 above shall be true and correct when made in all material respects at and as of the First Closing Date (other than representations and warranties that are made as of a specific date which shall have been true and correct as of such date), except to the extent that any failures of such representations and warranties to be so true and correct would not have a material adverse effectDate; (b2) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the First Closing except to the extent that any failure to perform or comply would not have a material adverse effectClosing; (c3) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d4) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 9 a. (1)-(3) is satisfied in all respects; (5) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other required authorizations, consents, and approvals of governments, governmental agencies and third parties; (6) the Buyer shall have received from any appropriate Governmental Authority all the necessary permits that will allow it General Counsel of the Seller an opinion in form and substance as set forth in Exhibit 4 attached hereto, addressed to construct the Buyer, and place into operation a coal mine slope and shaft into dated as of the No 6. and No. 5 seam of coal within the Coal Reserves;Closing Date; and (e7) each all actions to be taken by the Seller in connection with consummation of Seller the transactions contemplated hereby and W▇▇▇▇▇▇▇▇▇ shall have executed all certificates, opinions, instruments, and other documents required to effect the Coal Mining Lease Agreement relating transactions contemplated hereby will be reasonably satisfactory in form and substance to the portion of the Area of Interest shown on Exhibit A-1Buyer. (f) any other approvals of any Governmental Authority required to consummate the transactions contemplated by this Agreement 8) Buyer and Seller shall have been received; The Buyer may waive any condition specified entered into a Supply Agreement substantially in this Section 6.1 if it executes a writing so stating at or before the Closingform of Exhibit 6 hereto.