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DOCUMENT TITLE:  FORMATION AND EXCHANGE AGREEMENT .
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Clause Heading
2.1 - Formation of Newco and Merger Sub.
2.2 - Merger of Subject Entities and Merger Sub; Contribution of APL Ohio Interest.
2.3 - Capitalization of Newco.
2.4 - Purchase of ATN Assets.
2.5 - Exchange.
2.6 - Capital Contribution.
2.7 - Purchase Price.
2.8 - Post-Closing Purchase Price Adjustment.
2.9 - Adoption of LLC Agreement.
3.1 - Closing.
3.2 - Deliveries of the APL Parties at Closing.
3.3 - Deliveries of the WFSG Parties at Closing.
3.4 - Deliveries of Newco at Closing.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE APL PARTIES
4.1 - Organization.
4.2 - Capitalization.
4.3 - Title to Equity Interests.
4.4 - Authority and Approval; Enforceability.
4.5 - No Conflict; Consents.
4.6 - Assets; Title.
(g) - Each of the Subject Entities holds, or in the case of the ATN Assets at Closing Newco will hold, Defensible Title to all the Appalachian Real Property.
4.7 - No Adverse Changes.
4.8 - Taxes.
4.9 - Environmental Matters.
4.10 - Sufficiency and Condition of Assets; Conduct of Appalachian Business.
4.11 - Permits.
4.12 - Contracts.
4.13 - Litigation; Compliance with Law.
4.14 - Employees and Employee Benefits.
4.15 - Insurance.
4.16 - Intellectual Property.
4.17 - Bonds; Financial Requirements.
4.18 - Books and Records; Accounts.
4.19 - Regulation.
4.20 - Solvency.
4.21 - Brokerage Arrangements.
4.22 - Liabilities Associated with Natural Gas Contracts.
4.23 - Unaudited Statement of Assets and Liabilities; No Undisclosed Liabilities.
4.24 - Investment Intent.
4.25 - Disclosure.
4.26 - Disclaimer.
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE WFSG PARTIES
5.1 - Organization
5.2 - Capitalization.
5.3 - Title to Equity Interests.
5.4 - Authority and Approval; Enforceability.
5.5 - No Conflict; Consents.
5.6 - Taxes.
5.7 - Financing.
5.8 - Brokerage Arrangements.
5.9 - Litigation.
5.10 - Investment Intent.
5.11 - Solvency.
5.12 - Independent Investigation.
5.13 - Employment.
6.1 - Operation of the Appalachian Assets and Appalachian Business.
6.2 - Access to Records; Confidentiality.
6.3 - Regulatory Filings; Consents.
6.4 - Further Assurances.
6.5 - Publicity.
6.6 - Notice of Breach; Amendment of Schedules.
6.7 - Preparation of Audited Statement of Assets and Liabilities.
6.8 - Intercompany Accounts.
6.9 - Certain Capital Expenditures.
6.10 - Transfer of Certain Required Permits and Material Contracts.
6.11 - Employee Matters.
6.12 - Atlas Marks.
6.13 - Excluded Assets and Excluded Liabilities.
7.1 - Conditions to the Obligation of the WFSG Parties.
7.2 - Conditions to the Obligation of the APL Parties.
8.1 - Liability for Taxes.
8.2 - Tax Returns.
8.3 - Transfer Taxes.
8.4 - Allocation of Purchase Price.
8.5 - Survival.
8.6 - Conflict.
9.1 - Events of Termination.
9.2 - Effects of Certain Termination.
10.1 - Indemnification of the WFSG Parties.
10.2 - Indemnification of the APL Parties.
10.3 - Tax Indemnification; Indemnification of Title Defects.
10.4 - Survival.
10.5 - Demands.
10.6 - Right to Contest and Defend.
10.7 - Cooperation.
10.8 - Right to Participate.
10.9 - Limitations on Indemnification.
10.10 - Sole Remedy.
11.1 - Title Defect Notices.
11.2 - Right to Cure.
11.3 - Remedies for Title Defects.
11.4 - Exclusive Remedy.
11.5 - Title Defect Amount.
11.6 - Title Deductibles.
11.7 - Title Dispute Resolution.
12.1 - Expenses.
12.2 - Notices.
12.3 - Entire Agreement; Amendments and Waivers.
12.4 - Conflicting Provisions.
12.5 - Binding Effect and Assignment.
12.6 - Governing Law.
12.7 - Jurisdiction and Venue.
12.8 - Severability.
12.9 - Interpretation.
12.10 - Headings and Schedules.
12.11 - Multiple Counterparts.