90, part 3-Coal Resources of the Permian System in Kansas The Parties hereby mutually agree and covenant to each other that neither of them have done, executed or performed any act, deed or thing or suffered an1hing to the contrary whereby any of them are or will be hindered or prevented from the execution of this Amendment.KGS-Bull. In the event the said Receivable is remitted to the Company, then the Purchaser shall arrange for it to be remitted to the Seller.ģ. More specifically, the amount of USO 166.268.78 is a receivable of Sellers. Any Receivables prior to the Closing Date and as indicated in Schedule 1.4 of the Unit Purchase Agreement remain with the Sellers. The Seller hereby releases and discharges the Purchaser from any liabilities, which VPP has incurred in its Ordinary Course of Business to third parties prior to the Closing Date as specifically indicated in Schedule 1 attached hereto.Ģ. The Parties now mutually desire to amend certain provisions of the Agreement as set forth in this Amendment.ġ. (c} the Seller is the only and ultimate beneficial owner of VPP, (d) the Financial Statements represent actual, bona fide transactions and present fairly the financial condition of VPP and the results of operations, changes in retained earnings and cash flows for such periods shown thereon are consistent with the books and records, (e) any Liabilities of VPP were disclosed on Schedule 1.3 of the Purchase Agreement, (f) any Litigation, action/ suit/ proceeding or arbitration is set out on Schedule 4.9 of the Purchase Agreement, (g) Legal Compliance Governmental Authorizations are set out on Schedule 4.10, (h) Labor matters are set out on Schedule 4.11, (i) any contracts entered by VPP are set out on Schedule 4.12, (j) the Equipment set out Schedule 4.13 and acquired by the Purchaser on “as is, where is” basis, without any warranties, (k) VPP has good and marketable title to all of its assets, tangible and intangible, as set out on Schedule 4.14.ģ. The Purchase Agreement contains certain customary representations, warranties and covenants by the Seller, including among others, that (a) VPP is validly existing under the law of Kentucky, (b) VPP has and at all times has had full power and authority to own and lease its assets and where such assets are now owned and leased, and to conduct its business as and where such business has been and is now being conducted. The Parties have entered into a Unit Purchase Agreement dated 9 th December 2013 (hereinafter the “ Purchase Agreement”), whereby the Seller agreed to sell and the Purchaser agreed to purchase 100% of the Ownership Interests in Viking Prep Plant LLC, a Kentucky limited liability company (hereinafter referred to as “ VPP”) for the consideration of USD 30.000.000 (United States Dollars thirty million) (hereinafter referred to as the “ Purchase Price”).Ģ. NewLead and the Seller shall also mean and include their heirs, successors, legal representatives and assigns.Ĭapitalized terms used in this Amendment shall hare the respective meanings set forth in the relevant provisions of the Unit Purchase Agreement dated 9 th December 2013.ġ. (jointly the Parties and singly the Party) a Delaware limited liability company, with a registered address at 555 S Federal Highway, Suite 380, Boca Raton, FL 33432 (hereinafter referred to as the “ Seller”). a Kentucky limited liability company (hereinafter referred to as the “ Purchaser”),ī) NewLead Holdings Ltd., a corporation established under the Laws of Bermuda with a registered office at Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda and a Greek office at 83, Akti Miaouli & Flessa Street, Piraeus, Greece (hereinafter referred to as “ NewLead”),Ĭ) Pallas Highwall Mining LLC. 1 is entered into as of the 30 th day of June 2015 by and amongĪ) Coal Essence Prep Plant LLC.
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