Common use of Permit Transfer Clause in Contracts

Permit Transfer. (a) Within thirty (30) days after Closing Buyer and Seller shall file any and all necessary applications for approval of transfer of rights pursuant to the Permits or application for successor operator permits with the applicable regulatory authorities (the "Applications"). At the time of transfer of each Permit, Buyer shall post all bonds (or other appropriate collateral of a type satisfactory to the appropriate regulatory authority) necessary to substitute Buyer's bonds for Seller's bonds identified in Schedule 9 ("Bonds") so that Seller may apply and obtain the release of the Bonds. Any and all necessary filing fees for the Applications, the cost of advertising the filing of the Applications and any and all costs payable to any governmental authority in connection with the Applications shall be borne by Buyer; otherwise, each party will bear its own costs and expenses in connection with such transfer of the Permits. Each party hereto shall bear all its bond fees and other costs with respect to the bonds and other security it has posted or may post in connection with the foregoing. (b) Buyer will file with the Applications (or at such later time as may be expressly permitted by Subsection (a) above) bonds or other appropriate collateral of a type satisfactory to the appropriate regulatory authority as surety for the reclamation of the boundaries affected by each Permit, including all areas therein previously affected by the Seller, with good and sufficient surety satisfactory to the regulatory agency. The parties shall take all reasonable steps necessary to ensure that promptly upon approval of the transfer of the Permits or reissuance of the Permits to Buyer by the appropriate regulatory agency or agencies, Seller shall be released and absolved from all liability and obligation under the Permits and all Bonds and all deposits, letters of credit or collateral by Seller posted as security for such Bonds and any cash bonds or letters of credit posted by the Seller directly with the regulatory agency in connection therewith shall be refunded in full and/or returned to Seller. (c) Subject to any required administrative consent or approval and any other requirement of any governmental authority, and upon Buyer's funding of the Bond Escrow under Subsection 6.7(f), Seller, to the extent Seller has a legal right to do so, grants to Buyer the right to engage in mining operations and reclamation activities on the premises permitted under the Permits, subject to the terms and conditions of this Agreement, each Lease and the Permits. Should Buyer elect to begin mining operations prior to issuance of new Permits to Buyer, Buyer shall cause to be prepared and the parties hereto shall jointly submit to the regulatory authority such change of operator forms as are required by the regulatory authority and Buyer shall operate solely as an independent contractor and not as an agent, employee, or servant of Seller. Subject to its continuing obligations and liabilities under the Permits, the Bonds for which shall be supplied by Buyer, Seller shall have no right or obligation in any way to direct, supervise or control such mining and reclamation activities of Buyer under this subsection. Except as otherwise provided in this Agreement, (i) all of Buyer's post-Closing operations pursuant to this subsection shall be at the sole cost, risk and expense of Buyer and shall be conducted by Buyer strictly in accordance and in full compliance with any and all applicable Laws, and (ii) any benefit gained from such post-Closing operations by Buyer pursuant to this subsection shall likewise be for the sole account and benefit of Buyer. Except as otherwise provided in this Agreement, Buyer shall receive no compensation from Seller and Seller shall receive no additional compensation from Buyer as a result of conducting mining operations pursuant to this Subsection. (d) Buyer and Seller agree to diligently prosecute the Application process contemplated hereby for the transfer of the Permits and/or the change of operator. In the event of the denial of the transfer of any of the Permits by the appropriate regulatory authority or the issuance of any new permits by the appropriate regulatory authority, Buyer shall, at Buyer's expense, until such denial is permanently reversed, diligently pursue and exhaust all administrative and judicial remedies afforded to Buyer in the event of such denial. In any event, Buyer shall remain liable for all the Assumed Obligations notwithstanding the failure of the Buyer to obtain permits necessary to effectively utilize the Acquired Assets. (e) Buyer shall at all times after Closing and in all events (whether or not Permits are ever transferred or issued to Buyer) indemnify each member of Seller's Group for all Losses incurred by each member of Seller's Group in connection with any and all post-Closing notices of violations and any and all actions or failure to act of Buyer relating to the Acquired Assets, the Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and/or Buyer's mining operations conducted pursuant to this ss. 6.7, which Losses shall constitute a Buyer Assumed Obligation. (f) At Closing, Buyer shall deposit the sum of $826,424.00 into a separate escrow account (the "Bond Escrow") with the law firm of Kite, Bowen & Associates, P.A., in Sevierville, Tennessee for the benefit ▇▇ ▇▇ller, as security for Buyer's obligations under this ss.

Permit Transfer. (a) Within thirty (30) days after Closing Buyer Except for those Governmental Permits that are not transferable by Law, Seller and Seller the Selling Subsidiaries shall file any and all necessary applications for approval of use reasonable best efforts to cause the issuance or transfer of rights pursuant the Governmental Permits to the Permits or application for successor operator permits with the applicable regulatory authorities (the "Applications"). At the time of transfer of each Permit, Buyer shall post all bonds (or other appropriate collateral Affiliates, Subsidiaries, assignees, designees or nominees of a type satisfactory Buyer) upon the Closing Date in form and substance the same as the Governmental Permits that were held by Seller or the Selling Subsidiaries, provided that Buyer may in its discretion elect for any of the Governmental Permits not to be issued or transferred to Buyer but to be retained or surrendered by Seller or the Selling Subsidiaries. Seller shall, and shall cause the Selling Subsidiaries to, give and make all required notices and reports to the appropriate regulatory authority) necessary to substitute Buyer's bonds for Seller's bonds identified in Schedule 9 ("Bonds") so that Seller may apply Governmental Bodies and obtain the release of the Bonds. Any and all necessary filing fees for the Applications, the cost of advertising the filing of the Applications and any and all costs payable to any governmental authority in connection with the Applications shall be borne by Buyer; otherwise, each party will bear its own costs and expenses in connection with such transfer of the Permits. Each party hereto shall bear all its bond fees and other costs Persons with respect to the bonds Governmental Permits that may be necessary for the sale and other security it has posted purchase of the Business and the ownership, operation and use of the Purchased Assets by Buyer (or may post in connection with its Affiliates, Subsidiaries, assignees, designees or nominees) after the foregoingClosing Date. (b) Seller shall, and shall cause the Selling Subsidiaries to, assist and cooperate with Buyer will file with in obtaining the Applications issuance in the name of Buyer (or at such later time as may be expressly permitted any Affiliate, Subsidiary, assignee, designee or nominee of Buyer) of any Governmental Permits that is not transferable, and Seller shall, and shall cause the Selling Subsidiaries to, take all actions reasonably requested by Subsection (a) above) bonds or other appropriate collateral of a type satisfactory Buyer to the appropriate regulatory authority as surety for the reclamation of the boundaries affected by each Permitfacilitate that issuance, including all areas therein previously affected by the Sellerpreparation of any Governmental Permit applications or necessary documents, with good and sufficient surety satisfactory to the regulatory agency. The parties shall take all reasonable steps necessary to ensure that promptly upon approval of the transfer of the Permits or reissuance of the Permits to Buyer by the appropriate regulatory agency or agencies, Seller shall be released and absolved from all liability and obligation under the Permits and all Bonds and all deposits, letters of credit or collateral whether for signature by Seller posted as security for such Bonds and any cash bonds or letters of credit posted by the Seller directly with the regulatory agency in connection therewith shall be refunded in full and/or returned to SellerBuyer. (c) Subject If any Governmental Permits to be transferred or issued to Buyer hereunder is not transferred or issued to Buyer (or any required administrative consent designated Affiliate, Subsidiary, assignee, designee or approval nominee of Buyer) on or before the Closing Date in a manner reasonably satisfactory to Buyer, Seller and the Selling Subsidiaries shall use reasonable best efforts to implement such transfer or issuance as promptly as practicable. Pending any other requirement of any governmental authoritydelayed transfer or issuance, Seller and the Selling Subsidiaries undertake to maintain in force, and upon Buyer's funding of authorize Buyer to operate under and utilize, the Bond Escrow under Subsection 6.7(f), SellerGovernmental Permits in question, to the extent Seller has a legal right to do sopermitted by Law, grants to Buyer for the right to engage in mining operations period from and reclamation activities on after the premises permitted under the Permits, subject to the terms and conditions of this Agreement, each Lease and the Permits. Should Buyer elect to begin mining operations prior to issuance of new Closing Date until such Governmental Permits are issued or transferred to Buyer, Buyer shall cause to be prepared and the parties hereto shall jointly submit to the regulatory authority such change of operator forms as are required by the regulatory authority and Buyer shall operate solely as an independent contractor and not as an agent, employee, or servant of Seller. Subject to its continuing obligations and liabilities under the Permits, the Bonds for which shall be supplied by Buyer, Seller shall have no right or obligation in any way to direct, supervise or control such mining and reclamation activities of Buyer under this subsection. Except as otherwise provided in this Agreement, (i) all of Buyer's post-Closing operations pursuant to this subsection shall be at the sole cost, risk and expense of Buyer and shall be conducted by Buyer strictly in accordance and in full compliance with any and all applicable Laws, and (ii) any benefit gained from such post-Closing operations by Buyer pursuant to this subsection shall likewise be for the sole account and benefit of Buyer. Except as otherwise provided in this Agreement, Buyer shall receive no compensation from Seller and Seller shall receive no additional compensation from Buyer as a result of conducting mining operations pursuant to this Subsection. (d) Buyer shall use its reasonable best efforts to assist and cooperate with Seller agree to diligently prosecute the Application process contemplated hereby for the transfer of the Permits and/or the change of operator. In the event of the denial of the transfer of any of the Permits by the appropriate regulatory authority or the issuance of any new permits by the appropriate regulatory authority, Buyer shall, at Buyer's expense, until such denial is permanently reversed, diligently pursue and exhaust all administrative and judicial remedies afforded to Buyer in the event of such denial. In any event, Buyer shall remain liable for all the Assumed Obligations notwithstanding the failure of the Buyer to obtain permits necessary to effectively utilize the Acquired Assets. (e) Buyer shall at all times after Closing and in all events (whether or not Permits are ever transferred or issued to Buyer) indemnify each member fulfillment of Seller's Group for all Losses incurred by each member of Seller's Group in connection with any and all post-Closing notices of violations and any and all actions or failure to act of Buyer relating to the Acquired Assets, the Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and/or Buyer's mining operations conducted pursuant to this ss. 6.7, which Losses shall constitute a Buyer Assumed Obligation. (f) At Closing, Buyer shall deposit the sum of $826,424.00 into a separate escrow account (the "Bond Escrow") with the law firm of Kite, Bowen & Associates, P.A., in Sevierville, Tennessee for the benefit ▇▇ ▇▇ller, as security for Buyer's obligations under this ssSection 5.8.