ANY WAY RTEA'S, KMS' OR THEIR RESPECTIVE
AFFILIATES' RIGHTS, IF ANY, AS STOCKHOLDERS OF CPE.
8.9.
RECEIPT OF NOTICES.
IF A PARTY RECEIVES A
NOTICE OR OTHER COMMUNICATION FROM ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY, OR
OTHERWISE BECOMES AWARE OF ANY FACT OR CIRCUMSTANCE AFTER THE CLOSING DATE
RELATING TO AN ASSET, CONTRACT OR OWNERSHIP INTEREST TRANSFERRED TO THE OTHER
PARTY OR LIABILITY ASSUMED BY THE OTHER PARTY, IT WILL PROMPTLY FORWARD THE
NOTICE OR OTHER COMMUNICATION TO THE OTHER PARTY OR GIVE NOTICE TO THE OTHER
PARTY OF SUCH FACT OR CIRCUMSTANCE OF WHICH IT HAS BECOME AWARE.
EACH OF RTEA
AND KMS, ON THE ONE HAND, AND CPE AND CPE LLC, ON THE OTHER HAND, WILL COMPLY,
AND WILL CAUSE MEMBERS OF THEIR RESPECTIVE GROUPS TO COMPLY, WITH THIS
SECTION 8.9.
ARTICLE IX
MISCELLANEOUS
9.1.
CORPORATE POWER.
RTA, RTEA AND KMS REPRESENT
ON BEHALF OF THEMSELVES, AND EACH OF CPE, CPE LLC AND THE SUBSIDIARIES NAMED ON
SCHEDULE A REPRESENTS ON BEHALF OF THEMSELVES, AS FOLLOWS:
(A)
EACH SUCH PERSON HAS THE REQUISITE CORPORATE OR OTHER POWER AND
AUTHORITY AND HAS TAKEN ALL CORPORATE OR OTHER ACTION NECESSARY IN ORDER TO
EXECUTE, DELIVER AND PERFORM EACH OF THIS AGREEMENT AND EACH OTHER TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY; AND
(B)
THIS AGREEMENT AND EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY
HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND CONSTITUTES A VALID AND BINDING
AGREEMENT OF IT ENFORCEABLE IN ACCORDANCE WITH THE TERMS THEREOF.
9.2.
ASSIGNMENT. NO PARTY SHALL ASSIGN, TRANSFER OR
OTHERWISE ALIENATE ANY OR ALL OF ITS RIGHTS OR INTEREST UNDER THIS AGREEMENT,
OTHER THAN TO AN AFFILIATE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EACH OF
THE OTHER PARTIES, WHICH CONSENT MAY BE GRANTED OR WITHHELD IN SUCH OTHER
PARTY'S SOLE DISCRETION. ANY ATTEMPTED TRANSFER IN VIOLATION OF THE PREVIOUS
SENTENCE SHALL BE INVALID AND INEFFECTIVE AB INITIO.
NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO
RESTRICT ANY PARTY FROM SELLING ANY OF ITS ASSETS AFTER THE CLOSING DATE TO
ANOTHER PERSON.
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9.3.
PUBLIC ANNOUNCEMENTS.
THE RIO TINTO PARTIES
AND THE CLOUD PEAK PARTIES SHALL CONSULT WITH EACH OTHER BEFORE ISSUING, AND
GIVE EACH OTHER THE OPPORTUNITY TO REVIEW AND COMMENT UPON, ANY PRESS RELEASE OR
OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS, AND SHALL NOT ISSUE ANY SUCH PRESS
RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH CONSULTATION, EXCEPT AS
MAY BE REQUIRED BY APPLICABLE LAW, COURT PROCESS OR BY OBLIGATIONS PURSUANT TO
ANY LISTING AGREEMENT WITH ANY NATIONAL SECURITIES EXCHANGE OR NATIONAL
SECURITIES QUOTATION SYSTEM.
9.4.
SURVIVAL OF COVENANTS.
EXCEPT AS EXPRESSLY
SET FORTH IN ANY TRANSACTION DOCUMENT, THE COVENANTS AND OTHER AGREEMENTS
CONTAINED IN THIS AGREEMENT AND EACH TRANSACTION DOCUMENT, AND LIABILITY FOR THE
BREACH OF ANY OBLIGATIONS CONTAINED HEREIN OR THEREIN, SHALL SURVIVE EACH OF THE
CLOSING AND THE TRANSACTIONS