Common use of Operations by Seller Clause in Contracts

Operations by Seller. (a) From and after the date hereof until the Closing, Seller shall use its commercially reasonable efforts to cause the ▇▇▇▇▇▇ Creek Mine Operations to be conducted only in the Ordinary Course of Business, except: (i) for actions approved by Buyer in writing (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) as required by Applicable Law, (iii) as set forth in Schedule 6.1(a), or (iv) otherwise permitted by a written agreement with Buyer, including this Agreement. (b) From and after the date hereof, Seller shall not accumulate or stockpile coal inventory in excess of an amount reasonably anticipated to be necessary to satisfy obligations under written coal supply agreements of the Seller. (c) Seller will cooperate prior to the Closing in orienting Buyer’s personnel to the ▇▇▇▇▇▇ Creek Mine Operations and its equipment and facilities. (d) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Article VII to be satisfied; (ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any written notice or other written communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and (iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller, the ▇▇▇▇▇▇ Creek Mine Operations that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.5 or that challenges the validity or enforceability of this Agreement; and (v) Buyer’s receipt of information pursuant to this Section 6.1(d) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Article X) and shall not be deemed to amend or supplement the Schedules of this Agreement. (e) Notwithstanding the foregoing, Seller may remove any items included in the Excluded Assets. Seller will have 30 Business Days after the Closing Date to dismantle and remove any of the Excluded Assets still at the Mine Areas. Such activities shall be performed in such manner as will minimize interference with Buyer Operations and shall be performed at Seller’s sole risk and expense. Seller shall indemnify, defend, and hold Buyer Indemnified Parties harmless with respect to such activities in accordance with Section 10.1. (f) From and after the Execution Date until the Closing, Seller shall use its commercially reasonable efforts to maintain the Personal Property in a state of maintenance, repair and operating condition that is no worse than it was on the Execution Date, less reasonable wear and tear.

Operations by Seller. (a) From and after the date hereof until the Closing, Seller shall use its commercially reasonable efforts to cause the ▇▇▇▇▇▇ Creek Mine Fola Operations to be conducted only in the Ordinary Course of Business, , (a) except: (i) for actions approved by Buyer in writing (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) as required by Applicable Law, (iii) as set forth in Schedule 6.1(a), 6.1; or (iv) otherwise permitted by a written agreement with Buyer, including this Agreement. (b) From and after the date hereof, Seller shall not accumulate or stockpile coal inventory in excess of an amount reasonably anticipated to be necessary to satisfy obligations under written coal supply agreements of the Seller. (c) Seller will cooperate prior to the Closing in orienting Buyer’s personnel to the ▇▇▇▇▇▇ Creek Mine Fola Operations and its equipment and facilities. (dc) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Article VII to be satisfied; (ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any written notice or other written communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and; (iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller, the ▇▇▇▇▇▇ Creek Mine Fola Operations that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.5 or that challenges the validity or enforceability of this Agreement; and (v) Buyer’s receipt of information pursuant to this Section 6.1(d6.1(c) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Article X) and shall not be deemed to amend or supplement the Schedules of this Agreement. (ed) Notwithstanding the foregoing, Seller may remove any items included in the Excluded Assets. Seller will have 30 Assets at any time prior to, on or up to thirty (30) Business Days after the Closing Date to dismantle and remove any of the Excluded Assets still at the Mine AreasClosing. Such activities shall be performed in such manner as will minimize interference with Buyer Operations and shall be performed at Seller’s sole risk and expense. Seller shall indemnify, defend, and hold Buyer Indemnified Parties harmless with respect to such activities in accordance with Section 10.1. (fe) From and after the Execution Date until the Closing, Seller shall use its commercially reasonable efforts to maintain the Personal Property in a state of maintenance, repair and operating condition that is no worse than it was on the Execution Date, less reasonable wear and tear. (f) At Closing, an Affiliate of Seller reasonably acceptable to Buyer shall execute and deliver the payment guarantee, attached hereto as Exhibit L-1 (the “Parent Guarantee”).