Common use of Buyer’s Conditions Clause in Contracts

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions: (a) All representations and warranties of Seller contained in this Agreement shall be true, correct and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfied.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated by this Agreement at the Closing are subject, at the option of Buyer, subject to the satisfaction, satisfaction at or prior to the Closing, or waiver in writing by Buyer, of the following conditions: (a) All representations and warranties of each Seller Party contained in this Agreement Agreement, to the extent qualified with respect to materiality, shall be truetrue and correct in all respects, and to the extent not so qualified, shall be true and correct and not misleading in all material respects at and as of the Closing respects, in each case as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects all covenants and agreements required by this Agreement to be performed and satisfied by Seller it under this Agreement at or prior to the Closing; (b) No suit or other proceeding Seller and Buyer shall each be in compliance with all material regulatory requirements of all applicable Governmental Authorities necessary to consummate the transactions contemplated herein (all of which shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase full force and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion effect as of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(dClosing); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments no order or proceeding shall not exceed thirty percent (30%) be outstanding or pending that restrains, enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the Preliminary Purchase Pricetransactions contemplated by this Agreement; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing there shall be in full force and effectno bankruptcy, reorganization, receivership or arrangement proceedings pending against Seller or any Affiliate of Seller; and (e) The provisions of ARTICLE V.(e) Seller shall have been satisfieddelivered (and, immediately prior to Closing, Seller shall be ready, willing and able to deliver), to Buyer at Closing, all Closing deliveries described in Section 8.03.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (a) All representations and warranties of Seller contained in this Agreement shall be true, correct and not misleading are true in all material respects (provided, however, that any such representation or warranty of the Seller contained in Article 6 that is qualified by a materiality standard shall not be further qualified by materiality for purposes of this Subsection 11.2(a)) at and as of the Closing Date in accordance with their terms as if such representations and warranties were made remade at and as of the Closing, Closing Date and Seller shall have has performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the ClosingClosing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing; (b) No suit or other proceeding shall be pending before order has been entered by any court or governmental agency seeking to restrain, prohibit having jurisdiction over the Parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion Agreement and that remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);Closing; and (c) The aggregate sum of Defect Adjustments IDR Holders Agreement, substantially in the form attached as Exhibit L to this Agreement, shall have been duly executed and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary delivered by Seller and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfied.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement shall be subject to the satisfaction, at on or prior to before the ClosingClosing Date, of each of the following conditions: (a) All The representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects at on and as of the Closing Date with the same force and effect as if such representations and warranties were though made at on and as of the Closing, and Closing Date. (b) Seller shall have performed and satisfied all agreements and covenants complied in all material respects with all covenants and agreements required by this Agreement to be performed and satisfied or complied with by Seller at on or prior to the Closing;Closing Date. (bc) No suit injunction or other proceeding restraining order shall be pending before any court in effect which forbids or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, enjoins the purchase and sale consummation of the transactions contemplated by this Agreement, except (i) matters with respect to no proceedings for such purpose shall be pending, and no federal, state, local or foreign statute, rule or regulation shall have been enacted which Buyer has been adequately indemnified by Sellerprohibits, restricts or (ii) any suit or proceeding affecting only a portion delays the consummation of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;transactions contemplated hereby. (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing The Assets shall be in full force substantially the same condition on the Closing Date as on the Effective Date, and effect; andthere shall be no material loss or damage to the Assets prior to the Closing. (e) The provisions Seller shall have obtained the Required Consents. (f) All liens, claims, charges, security interests, pledges, assignments, or encumbrances relating to the Assets that are not Permitted Liens shall be satisfied, terminated, and discharged by Seller, and evidence reasonably satisfactory to Buyer and its counsel of ARTICLE V.(ethe satisfaction, termination, and discharge shall be delivered to Buyer. (g) Seller shall have been satisfieddelivered the documents required by Article 4.2, each duly executed as indicated therein, and such other documents as Buyer or its counsel may reasonably request to evidence the transactions contemplated hereby.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (a) All representations and warranties of Seller Sellers contained in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at on and as of the Closing; provided, however, that any such representation or warranty that is qualified by materiality shall be true and correct in all respects, and Seller Sellers shall have performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller Sellers at or prior to the ClosingClosing in all material respects; (b) No suit or other proceeding shall be pending before order has been entered by any court or governmental agency seeking to restrain, prohibit having jurisdiction over the Parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion Agreement and that remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);Closing; and (c) The aggregate sum of (i) all of the Title Defect Adjustments and Exclusion Adjustments adjustments pursuant to Section 4.6, plus (ii) the Allocated Value of all Leases excluded pursuant to Section 4.7, shall not exceed thirty percent (30%) 10% of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior The aggregate of all upward adjustments to Closing the Purchase Price shall be in full force and effectnot exceed 10% of the Purchase Price; and (e) The provisions of ARTICLE V.(e) transactions contemplated by the First Purchase Agreement shall have been satisfiedclosed.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (a) All representations and warranties of Seller Sellers contained in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at on and as of the Closing; provided, however, that any such representation or warranty that is qualified by materiality shall be true and correct in all respects, and Seller Sellers shall have performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller Sellers at or prior to the ClosingClosing in all material respects; (b) No suit or other proceeding shall be pending before order has been entered by any court or governmental agency seeking to restrain, prohibit having jurisdiction over the Parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion Agreement and that remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d)Closing; (c) The aggregate sum of (i) all of the Title Defect Adjustments and Exclusion Adjustments adjustments pursuant to Section 4.6, plus (ii) the Allocated Value of all Leases excluded pursuant to Section 4.7, shall not exceed thirty percent (30%) 10% of the Preliminary Purchase Price; (d) All necessary The Parties shall have executed and material permissionsdelivered that certain Purchase and Sale Agreement (Second Closing), approvals among Sellers and consents required which are obtainable prior to Closing shall be in full force and effectBuyers; and (e) The provisions aggregate of ARTICLE V.(e) have been satisfiedall upward adjustments to the Purchase Price shall not exceed 10% of the Purchase Price.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option obligation of Buyer, the General Partner and the Partnership to close the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions, any of which may be waived in its sole discretion: (a) The Seller Title Representations shall be true and correct on and as of the Closing Date as if made on the Closing Date, except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date. (b) All representations and warranties of each Seller contained Party, as applicable, in this Agreement Article III, other than the Seller Title Representations, shall be true, true and correct and not misleading in all material respects at (provided, however, that any such other representation or warranty of any Seller Party contained in Article III that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Section 6.2(b)) on and as of the Closing Date as if such representations and warranties were made at on and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreementsuch date, except (i) matters with respect to which Buyer has been adequately indemnified as affected by Sellertransactions contemplated or specifically permitted by, or approved pursuant to Section 5.1(b) of, this Agreement and (ii) to the extent any suit such representation or proceeding affecting only warranty is made as of a portion specified date, in which case such representation or warranty shall have been true or correct in all material respects as of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);such specified date. (c) The aggregate sum of Defect Adjustments Each Seller Party shall have performed, in all material respects, its obligations, covenants and Exclusion Adjustments shall not exceed thirty percent (30%) of agreements contained herein and in the Preliminary Purchase Price;other Transaction Documents and required to be performed by it before Closing. (d) All necessary and material permissionsNo temporary restraining order, approvals and consents required which are obtainable prior to Closing preliminary or permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement shall be in full force and effect; andeffective as of the Closing. (e) The provisions of ARTICLE V.(e) Each Required Consent shall have been satisfiedobtained. (f) The Partnership shall have received an opinion of a nationally recognized financial advisor, dated as of the Closing Date, in form and substance satisfactory to the Partnership with respect to the fairness, from a financial point of view, of the issuance of the Transaction Units pursuant to this Agreement. (g) Buyer shall have received evidence satisfactory to it that all Indebtedness other than the Continuing Obligations has been repaid or satisfied in full, that all Contracts relating to such Indebtedness have been terminated and that all Liens securing such Indebtedness have been released. (h) The Seller Parties shall have delivered the items required to be delivered by them pursuant to Section 7.2.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (ai) All Fundamental Representations of Seller will be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date) and (ii) all other representations and warranties of Seller contained set forth in this Agreement Article 6 hereof shall be true, true and correct and not misleading in all material respects at (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing Date as though made on and as of the Closing as if Date (except to the extent such representations and warranties were are made at as of a specified date, in which case such representations and warranties shall be true and correct as of the Closingspecified date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct has not had, and would not have, a Material Adverse Effect. (b) Seller shall have performed and satisfied all agreements and covenants in all material respects all covenants and agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) The aggregate sum No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Preliminary Purchase Price;transactions contemplated by this Agreement will be in effect. (d) All authorizations, consents, orders, or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions for the consummation of ARTICLE V.(e) the transactions contemplated by this Agreement will have been satisfiedfiled, occurred, or been obtained.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All representations and warranties of Seller contained in this Agreement shall be true, correct and not misleading true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects the agreements and covenants required by this Agreement to be performed and satisfied by Seller at or prior to the Closing;. (b) No suit The execution, delivery and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate or other proceeding shall be pending before any court or governmental agency seeking to restrainotherwise, prohibit or declare illegal, or seeking substantial damages in connection with, on the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by part of Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments No action or proceeding shall not exceed thirty percent (30%) have been instituted before any court, governmental agency or arbitrator to restrain or prohibit the consummation in whole or in part of the Preliminary Purchase Price;transactions contemplated herein, or to obtain damages from Buyer in respect of, or which is related to, or arises out of this Agreement. (d) All necessary Buyer shall have had reasonable access during regular business hours to all data and material permissions, approvals and consents required which are obtainable prior records obligated to Closing shall be provided Buyer in full force and effect; andSection 9.01 hereof. (e) The provisions Buyer shall have received a certificate dated as of ARTICLE V.(eClosing, executed by a duly qualified officer of Seller to the effect that the statements made under Section 3.01 hereof are true at and as of Closing, along with a certificate of incumbency for such officer. (f) Seller shall have obtained and delivered to Buyer (i) all requisite waivers of preferential rights of purchase and (ii) all necessary consents for transfer of the Properties, except those which by their nature cannot be requested or obtained until after Closing, or the Purchase Price shall have been satisfiedadjusted as provided for herein, or as waived by Buyer in writing.

Buyer’s Conditions. The Buyer's obligations of Buyer at the Closing are subject, at the option of Buyer, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All Seller's representations and warranties of Seller contained in this Agreement under Section 3.01 shall be true, correct and not misleading true in all material respects at on the date of this Agreement, the Effective Date and as of the Closing as if such representations and warranties were made at and as of the Closing, and . (b) Seller shall have performed and satisfied all agreements and covenants in all material respects the covenants and agreements which Seller was required by this Agreement to be performed and satisfied by Seller perform or satisfy at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) Except for matters not customarily and appropriately obtained prior to Closing, Buyer has received evidence, in form reasonably satisfactory to its counsel, that all permits, consents, approvals, licenses, qualifications and orders required by governmental authority, or the terms of the Assets, to be obtained prior to Closing have been obtained or waived. (d) The aggregate sum upward adjustment (if any) of Defect Adjustments the Purchase Price which results from the procedures set forth in and Exclusion Adjustments shall Section 5.09 does not exceed thirty ten percent (3010%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and. (e) The provisions There is no action or proceeding pending or threatened before a court, arbitrator or governmental authority seeking to restrain or prohibit the consummation of ARTICLE V.(e) have been satisfiedthe transactions contemplated by this Agreement or to obtain substantial damages from Buyer related to this Agreement.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects (other than any representations and warranties of Seller that are qualified by materiality or material adverse effect, which, to the extent so qualified, shall be true and correct in all respects) at and as of the Closing as if such (other than representations and warranties were made at that refer to a specified date, which need only be true and correct in all material respects as of the Closing, such specified date) and Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No material action, suit or other proceeding shall be pending before have been instituted before, and no material order, award or judgment shall have been issued by, any court or court, governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except arbitrator (i) matters with respect seeking to which Buyer has been adequately indemnified by Sellerrestrain or prohibit, or restraining or prohibiting, the consummation in whole or in part, of the transactions contemplated hereby or (ii) seeking to obtain damages from Seller, or ordering Seller to pay damages, in respect of any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);transactions contemplated hereby. (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments Seller shall not exceed thirty percent (30%) have delivered to Buyer all of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedSeller Deliverables.

Buyer’s Conditions. The obligations obligation of Buyer at the Closing are subject, at the option of Buyer, BUYER to close is subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions, any of which may be waived in its sole discretion: (a) All The representations and warranties of Seller DEFS contained in this Agreement Article V shall be true, true and correct and not misleading in all material respects at on and as of the Closing (except for representations and warranties that, in accordance with their terms speak only as if of an earlier date, in which case such representations and warranties were made at shall be true and correct as of such earlier date) except for breaches that individually or in the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement aggregate are not reasonably expected to be performed and satisfied by Seller at or prior to the Closingcause a Material Adverse Effect; (b) No suit or other proceeding DEFS shall be pending before any court or governmental agency seeking to restrainhave performed, prohibit or declare illegal, or seeking substantial damages in connection withall material respects, the purchase obligations, covenants and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion agreements of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d)DEFS contained herein and required before Closing; (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments No Proceeding shall not exceed thirty percent (30%) be pending or threatened which would restrain, enjoin or otherwise prohibit the consummation of the Preliminary Purchase Price;transactions contemplated by this Agreement. (d) All necessary and material permissionsof the DEFS Required Consents, approvals BUYER Required Consents and consents required which are obtainable prior or approvals under the HSR Act (or expiration of the waiting period) shall have been obtained; provided, however, that failure to Closing obtain any DEFS Required Consent shall not be a condition of BUYER to close if DEFS agrees in full force and effect; andwriting to amend Schedule 11.2(c) to include liabilities arising from failure to obtain each such DEFS Required Consent. (e) The provisions of ARTICLE V.(e) There shall have been satisfiedno event or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects (other than any representations and warranties of Seller that are qualified by materiality or material adverse effect, which, to the extent so qualified, shall be true and correct in all respects) at and as of the Closing as if such (other than representations and warranties were made at that refer to a specified date, which need only be true and correct in all material respects as of the Closing, such specified date) and Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No material action, suit or other proceeding shall be pending before have been instituted before, and no material order, award or judgment shall have been issued by, any court or court, governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except arbitrator (i) matters with respect seeking to which Buyer has been adequately indemnified by Sellerrestrain or prohibit, or restraining or prohibiting, the consummation in whole or in part, of the transactions contemplated hereby or (ii) seeking to obtain damages from Seller, or ordering Seller to pay damages, in respect of any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);transactions contemplated hereby. (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments Seller shall not exceed thirty percent (30%) have delivered to Buyer all of the Preliminary Purchase Price; Seller Deliverables (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be as defined in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedSection 8.2(b)).

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All representations and warranties of Seller contained in Article 6 of this Agreement shall be true, correct and not misleading true in all material respects at and as of the Closing in accordance with their terms as if such representations and warranties were made remade at and as of the Closing, Closing and Seller shall have performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the ClosingClosing in all material respects; (b) No suit or other proceeding order shall be pending before have been entered by any court or governmental agency seeking to restrain, prohibit having jurisdiction over the parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to Agreement and which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);Closing; and (c) The aggregate sum Total of all Defect Adjustments and Exclusion Adjustments Adjustments, as well as any other downward adjustments under this Agreement (including, without limitation, for any Net Casualty Loss) shall not exceed thirty ten percent (3010%) of the Preliminary Purchase Price;. (d) No later than ten (10) days before Closing, Buyer shall have received adequate financial information regarding Wasatch Group, LLC, including but not limited to audited financial statements for calendar year 2001, financial statements for the first quarter of calendar year 2002, and such other supporting documentation as Buyer may request. All necessary and material permissions, approvals and consents required which are obtainable prior such financial information delivered to Closing Buyer shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedmaintained as confidential.

Buyer’s Conditions. The obligations obligation of Buyer at to buy and accept delivery of each Aircraft to be purchased by it from the Closing are subject, at the option Seller of Buyer, that Aircraft under this Agreement is subject to the satisfactionconditions that, at or immediately prior to the Closing, payment of the following conditionsNet Purchase Price for that Aircraft: (a) All Buyer shall have received the documents and evidence specified in Part 2 of Schedule 4 in form and substance satisfactory to Buyer acting reasonably; 765366-3-1-vS.O - 12 - 80-407 I 7007 (b) no Event of Loss of the relevant Aircraft shall have occurred and be continuing; (c) Buyer shall have completed its final inspection and closing inspection of the relevant Aircraft in accordance with Sections 5.2 and 5.3, respectively, and confirmed to the relevant Seller that it is satisfied with the same; (d) Buyer shall have received all deliverables required to be delivered to Buyer pursuant to Sections 5.2 and 5.3, including the executed non-incident statements required to be delivered thereunder in the form required therein; (e) the relevant Aircraft shall be free and clear of all Liens; (t) the relevant Aircraft shall be at the Delivery Location; (g) Buyer shall be satisfied that no Transfer Tax will be imposed on any Party in connection with any of the Sale Documents or any of the transactions contemplated by the Sale Documents by or in any jurisdiction, including Buyer's receipt of any necessary documentation requested by Buyer from the relevant Seller with reasonable advance notice to establish the same; and (h) the representations and warranties of the relevant Seller contained set forth in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing as if such representations relevant Delivery Date and warranties were made at that Seller shall not be in default of any of its obligations under this Agreement. The conditions specified in this Section 3.2 are for the sole benefit of Buyer and as may be waived in whole or in part and with or without conditions by Buyer. The Sellers shall use commercially reasonable efforts to satisfy or procure the satisfaction of the Closing, conditions referred to in Sections 3.2(a) and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments through (f) and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissionsh), approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedas applicable.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) (i) All representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as if of such specified date), except to the extent that the failure of such representations and warranties were made at to be true and as of the Closing, correct in all respects would not have a Material Adverse Effect and (ii) Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No suit There shall be no suits, actions, injunctions or other proceeding shall be proceedings pending before any court or governmental agency seeking to restrainthreatened wherein an unfavorable injunction, prohibit judgment, order, decree, ruling or declare illegal, or seeking substantial damages in connection with, charge would (i) prevent the purchase and sale consummation of the transactions contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) cause any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could such transactions to be treated as a Defective Interest in accordance with Section 7.04(d);rescinded following consummation. (c) The aggregate sum consents and approvals of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%governmental authority(ies) required for the transfer of the Preliminary Purchase Price;Properties from Seller to Buyer as contemplated under this Agreement described on Schedule 8.1(c), expressly excluding Customary Post-Closing Consents, shall have been granted, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted. (d) All necessary and material permissionsNo order, approvals and consents required which are obtainable prior to Closing award or judgment shall be have been issued by any court, governmental agency or arbitrator restraining, enjoining, or otherwise prohibiting the consummation in full force and effect; andwhole or in part, of the transactions contemplated hereby. (e) The provisions Seller shall have delivered to Buyer all of ARTICLE V.(ethe Seller Deliverables. (f) With respect to only those Properties included in the West Midland Basin Package, as identified on Exhibits X-0, X-0, X-0, B or C, as applicable (the “West Midland Properties”), Buyer shall have been satisfiedobtained a fully executed surface use agreement from Western-T Corporation, and a fully executed joint development agreement or similar agreement with Petroplex Energy, Inc., covering the West Midland Properties (each of which Buyer shall use commercially reasonable efforts to obtain on or before August 12, 2014). If (X) this condition is not satisfied or waived by Buyer prior to the Closing Date and (Y) Seller has not previously elected the option in Section 8.1(f), then (i) the Purchase Price shall be reduced by the aggregate Allocated Value of all West Midland Properties and the West Midland Properties shall be excluded from the Properties conveyed by Seller to Buyer at the Closing and shall be deemed to be Retained Properties, and (ii) such adjusted Purchase Price shall be used in the calculation of all deductibles, thresholds, and caps that are based on the Purchase Price under this Agreement, including the Title Deductible, Environmental Deductible, Indemnity Deductible, Indemnity Cap, and the thresholds in Sections 6.8, 13.1(c), and 13.1(d). For the avoidance of doubt, if the condition set forth in this Section 8.2(f) is not satisfied or waived by Buyer prior to the Closing Date, Buyer shall only be released from its obligation to purchase the West Midland Properties and Buyer’s obligation to purchase the Properties other than the West Midland Properties, in accordance with the terms of this Agreement, shall not be affected by such release.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction or waiver by Buyer at or prior to the Closing, Closing of the following conditions: (ai) All representations and warranties of Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.1(d), 4.1(h), 4.1(u)(i), and 4.1(u)(ii) contained in this Agreement shall be true and correct in all material respects (in each case, without giving effect to any materiality, material, or material adverse effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all material respects as of such specified date), and all other representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all respects (in each case, without giving effect to any materiality, material, or material respects adverse effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as if of such specified date), except to the extent that the failure of such representations and warranties were made at to be true and as of the Closing, correct in all respects would not have a Material Adverse Effect and (ii) Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No suit injunction, order, award or judgment shall have been issued by any court, governmental agency or arbitrator restraining or prohibiting the consummation in whole or in part, of the transactions contemplated hereby. No material suit, action, litigation or other proceeding instituted by any governmental authority shall be pending before any court or court, governmental agency or arbitrator seeking to restrain, prohibit prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the purchase and sale consummation of the transactions contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfied.

Buyer’s Conditions. The obligations obligation of Buyer at to consummate the Closing are subject, at the option of Buyer, Transactions shall be subject to the satisfactionsatisfaction or waiver (where so permitted), at on or prior to the Closing, of the following conditions: (a) All (i) Except for the Fundamental Representations and Section 7(a)(ii) of Annex 4.1, the representations and warranties of Seller set forth in Section 4.1 (including Annex 4.1) (without giving effect to any qualification as to materiality or Material Adverse Effect contained in therein) shall be true and correct, as of the date of this Agreement and as of Closing as though made on and as of Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be truetrue and correct only as of such date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not misleading reasonably be expected to have a Material Adverse Effect, and (ii) the Fundamental Representations (other than Sections 3(b) (Organization) and 5(d) (Subsidiaries) and the second sentence of 23(a) (Title to Assets; Condition of Assets Fixed) of Annex 4.1) (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct, as of the date of this Agreement and as of Closing as though made on and as of Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct, as of such date), in all material respects, and (iii) the representations and warranties in Sections 3(b) (Organization), 5(d) (Subsidiaries), 7(a)(ii) (Conduct of Business), and the second sentence of 23(a) (Title to Assets; Condition of Assets Fixed) of Annex 4.1 shall be true and correct, as of the date of this Agreement and as of Closing as though made on and as of Closing; and (b) Seller shall have performed or complied in all material respects at and as with each of the Closing as if such representations covenants and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied or complied with by Seller it under this Agreement at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfied.

Buyer’s Conditions. The obligations obligation of the Buyer at to consummate the Closing are subject, at the option of Buyer, transactions contemplated by this Agreement shall be subject to the satisfactionsatisfaction (or waiver, at or prior to the Closing, if permissible under applicable Legal Requirements) of the following conditions: (a) All Each of the representations and warranties of Seller contained the Corporation and each Stockholder set forth in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true, true and correct and not misleading in all material respects at respects, in each case as of (i) the date of this Agreement; (ii) the Closing Date as though made on and as of the Closing Date; and (iii) in the case of Section 3.13 only, the date of the Stock Purchase Notice, as if such representations and warranties were though made at on and as of the Closingdate of the Stock Purchase Notice, except where the failure or failures to be true and Seller correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Corporation and each Stockholder shall have performed and satisfied all agreements and covenants in all material respects all obligations and complied with all covenants required by this Agreement to be performed and satisfied by Seller it under this Agreement at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) The aggregate sum of Defect Adjustments Stockholder Representative shall have delivered to the Buyer a certificate certifying the matters set forth in Sections 7.2(a) and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;b). (d) All necessary and material permissions, approvals and consents The Stockholders shall have delivered the items required which are obtainable prior to Closing shall be in full force and effect; anddelivered pursuant to Section 2.7. (e) The provisions Since the date of ARTICLE V.(ethe Stock Purchase Notice, there shall not have occurred any event or existed any circumstances that has had or that could reasonably be expected to have a Material Adverse Effect. (f) Other than the Shares, all equity securities and options, rights, warrants and other rights, claims upon or interests in or to the equity of the Corporation shall have been satisfiedterminated or canceled prior to or in connection with the Closing, with no Liability to the Buyer therefor.

Buyer’s Conditions. The obligations of Buyer at Buyer's obligation to purchase the Closing are subject, at the option of Buyer, Property is subject to the satisfaction, at or prior to the ClosingClosing Date, of the following conditions, any or all of which may be waived, in whole or in part, by Buyer in its sole discretion: (a) All Seller shall have given all material notices to Governmental Authorities required to be given by it in connection with the transactions contemplated by this Agreement; (b) The representations and warranties of each of Parent and Seller contained in Article III and Article XI of this Agreement that are qualified as to materiality or Material Adverse Effect (or any variation of such terms) shall be true, true and correct and such representations and warranties that are not misleading qualified shall be true in all material respects at and as of the Closing Date as if though such representations and warranties were made at such time (except to the extent such representations and warranties are made as of the Closinga particular date, in which case such representations and warranties shall have been true and correct as of such date); (c) Each of Parent and Seller shall have performed and satisfied all agreements and covenants complied, in all material respects respects, with all terms, covenants and agreements required by this Agreement to be performed and satisfied or complied with by Seller at or it prior to the or at Closing;; provided, however, that it is understood and agreed that in no event shall it be a condition to Buyer's obligations to perform hereunder that: (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters Buyer shall have entered into, or have in effect, a New Hilton License Agreement or that Seller assist with or facilitate the negotiation or consummation of any such arrangement, it being further understood and agreed by the parties hereto that it is Buyer's sole responsibility and obligation to negotiate and enter into a New Hilton License Agreement and that an agreement with respect to which Buyer has been adequately indemnified by Sellerto, or execution or performance of, a New Hilton License Agreement shall not be a condition of Closing; (ii) Buyer shall have obtained any suit or proceeding affecting only a portion all of the InterestsBuyer Licenses, which portion of including the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effectGaming Approvals; and (e) The provisions of ARTICLE V.(e) have been satisfied.or

Buyer’s Conditions. The All of the obligations of Buyer at the Closing hereunder are subject, at the option of Buyer, subject to the satisfaction, at or prior to the Closing, satisfaction of every one of the following conditionsconditions precedent unless, and only to the extent, waived in writing by Buyer: (a) All 6.1. the representations and warranties of Seller contained herein are true and correct as of the Closing Date; 6.2. the covenants, agreements and undertakings of Seller herein have been complied with in all material respects; 6.3. no material adverse change to the Property has occurred since the date of this Agreement; 6.4. Buyer has received authorization for this transaction from its Board of Directors and all other consents of third parties required for the consummation of the transactions contemplated hereunder have been received by Buyer; 6.5. no proceeding, investigation or inquiry is pending or threatened by or before any arbitrator or governmental authority which is reasonably likely to enjoin, restrain or prohibit, or to result in material damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated hereby or which could reasonably be expected to: (i) impair or interfere in any material respect with the ownership or operation of the Property; (ii) reduce or have an adverse material affect on the value of the Property; or (iii) result in any material liability to Buyer; 6.6. Buyer has ordered and obtained, at its expense, current judgment, pending suit, tax and other Lien and Uniform Commercial Code financing statement searches satisfactory to Buyer with respect to Seller and the Property; 6.7. Buyer has received and approved the Real Property Documents (as hereinafter defined) in accordance with the standards and pursuant to the procedures provided in Section 11; 6.8. at the Closing, Seller has tendered to Buyer the following documents, executed in a manner and otherwise in form and substance reasonably satisfactory to Buyer: 6.8.1. a general warranty deed transferring the Property to Buyer, and a xxxx of sale for any personal property being sold by Seller to Buyer (if any) (collectively the “Transfer Documents”); 6.8.2. releases and Uniform Commercial Code termination statements, executed by the appropriate secured party and in a form appropriate for recording or filing, as applicable, that are sufficient to release any Encumbrance against the Property other than Permitted Encumbrances and any Lien against the Property other than Permitted Liens; 6.8.3. a certificate of the secretary of the general partner or other officer of Seller that contains their certification of the names and signatures of the officers of Seller’s general partner who have been authorized to execute and deliver this Agreement, the Transfer Documents and any other agreement executed and delivered on behalf of Seller in connection herewith; 6.8.4. a copy of the certificate of limited partnership of Seller certified as correct and complete as of a recent date by the Secretary of State or comparable official of the jurisdiction of organization of Seller, together with a certificate containing the attestation of such officials as to the good standing of Seller in such jurisdiction, and a copy of the limited partnership agreement of Seller, as amended, certified as correct and complete as of the Closing Date by the secretary of the general partner of Seller; 6.8.5. a certificate of the Secretary of State of the State of Illinois that contains the attestation of such official to the good standing of Seller in such jurisdiction; and 6.8.6. an affidavit under §1445 of the Internal Revenue Code of 1986, dated as of the Closing Date, to the effect that Seller is not a foreign person. 6.9. Buyer has received firm, written financing commitments from one or more lenders for acquisition and construction financing of $1,500,000 on terms acceptable to Buyer in its discretion; and 6.10. Buyer has received and approved, at its expense, a building inspection and an environmental analysis of the Property satisfactory to Buyer in its discretion. Buyer shall have satisfied or waived compliance with each of the conditions specified in Sections 6.4, 6.6, 6.7, 6.9 and 6.10 on or before April 8, 2003. If any above condition is not timely satisfied or waived by Buyer it shall be deemed that such condition was not timely satisfied, in which case the Xxxxxxx Deposit (including all interest and earnings thereon) shall be returned to Buyer in full and this Agreement shall be true, correct terminated and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller neither party shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at any further liability or prior obligation to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedhereunder.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) (i) All representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as if of such specified date), except to the extent that the failure of such representations and warranties were made at to be true and as of the Closing, correct in all respects would not have a Material Adverse Effect and (ii) Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No suit order, award or other proceeding judgment shall be pending before have been issued by any court or court, governmental agency seeking to restrainor arbitrator restraining or prohibiting the consummation in whole or in part, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);transactions contemplated hereby. (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments Any waiting periods under the HSR Act applicable to the transactions contemplated by this Agreement shall not exceed thirty percent (30%) of the Preliminary Purchase Price;have expired or early termination thereof shall have been granted. (d) All necessary and material permissions, approvals and consents required which are obtainable prior Seller shall have delivered to Closing shall be in full force and effect; and (e) The provisions Buyer all of ARTICLE V.(e) have been satisfiedthe Seller Deliverables.

Buyer’s Conditions. The obligations obligation of Buyer at the Closing are subject, at the option of Buyer, BUYER to close is subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions, any of which may be waived in its sole discretion: (a) All The representations and warranties of Seller DEFS contained in this Agreement Article V shall be true, correct and not misleading in all material respects at true on and as of the Closing (except for representations and warranties that, in accordance with their terms speak only as if of an earlier date, in which case such representations and warranties were made at and shall be true as of such earlier date) except for breaches that individually or in the Closing, and Seller aggregate are not reasonably expected to cause a Material Adverse Effect; (b) DEFS shall have performed and satisfied all agreements and covenants performed, in all material respects respects, the obligations, covenants and agreements of DEFS contained herein and required by this Agreement to be performed and satisfied by Seller at or prior to the Closing; (bc) No suit or other proceeding Proceeding shall be pending before any court or governmental agency seeking to threatened which would restrain, prohibit enjoin or declare illegal, or seeking substantial damages in connection withotherwise prohibit, the purchase and sale consummation of the transactions contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;. (d) All necessary of the DEFS' Required Consents and material permissions, approvals and consents required which are obtainable prior to Closing the BUYER's Required Consents shall be in full force and effect; andhave been obtained. (e) The provisions of ARTICLE V.(e) There shall have been satisfiedno event or occurrence that has had or could reasonably be expected to have a Material Adverse Effect. (f) DEFS shall have delivered all documents in accordance with Section 9.2.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (a) All representations and warranties of the Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing in accordance with their terms as if such representations and warranties were made remade at and as of Closing (except to the Closingextent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date); (b) The Seller shall have has performed and satisfied all agreements and covenants (in all material respects respects) all covenants and agreements required by this Agreement to be performed and satisfied by the Seller at or prior to the Closing; (bc) No suit or other proceeding shall be pending before order has been entered by any court or governmental agency seeking to restrain, prohibit Governmental Authority having jurisdiction over the Parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion Agreement and that remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase PriceClosing; (d) All authorizations, consents, orders, or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transaction contemplated by this Agreement and material permissionsto be filed, approvals and consents required which are obtainable occurred or obtained prior to Closing shall be in full force and effectwill have been filed, occurred, or been obtained; and (e) The provisions of ARTICLE V.(e) have been satisfiedSeller shall be ready, willing and able to deliver those deliverables specified in Section 12.3 as being delivered by the Seller at Closing.

Buyer’s Conditions. The obligations obligation of Buyer at the Closing are subject, at Buyers to close the option of Buyer, transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions:, any of which may be waived (other than the condition in Section 7.2(d)) by Pueblo Holdings in its sole discretion (which also constitutes a waiver by the Partnership): (a) The Title Representations shall be true and correct on and as of the Closing Date as if made on the Closing Date; (b) All representations and warranties of Seller contained Members in this Agreement Article III and Bear Cub in Article IV, other than the Members Title Representations and the Bear Cub Title Representations, shall be true, true and correct and not misleading in all material respects at (provided, however, that any such representation or warranty of Members and Bear Cub contained in Article III or Article IV, respectively, that is qualified by a materiality standard or a Material Adverse Effect qualification shall not be further qualified by materiality for purposes of this Section 7.2(b)) on and as of the Closing Date as if such representations and warranties were made at on and as of such date, except (i) as affected by actions specifically permitted by this Agreement and (ii) to the Closingextent any such representation or warranty is made as of a specified date, and Seller in which case such representation or warranty shall have performed and satisfied all agreements and covenants been true or correct in all material respects as of such specified date; (c) Sellers shall have performed, in all material respects, their obligations, covenants and agreements contained herein and in the Transaction Documents required to be performed before Closing; (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement to shall be performed and satisfied by Seller at or prior to effective as of the Closing; (be) No suit event or other proceeding occurrence shall have occurred that, individually or in the aggregate, has had or could reasonably be pending before any court expected to have a Material Adverse Effect which results in or governmental agency seeking reasonably could be expected to restrain, prohibit or declare illegal, or seeking substantial damages result in connection with, a Loss (to the purchase and sale contemplated extent not covered by insurance proceeds received after the date of this Agreement, except (i) matters Agreement with respect to which Buyer has been adequately indemnified such Loss) of $5 million or more to the Pueblo Companies; (f) Members shall have delivered the items required to be delivered by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Members pursuant to Section 7.04(d8.2(a); (cg) The aggregate sum of Defect Adjustments and Exclusion Adjustments Bear Cub shall not exceed thirty percent (30%) of have delivered the Preliminary Purchase Priceitems required to be delivered by Bear Cub pursuant to Section 8.2(b); (dh) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing The Termination Agreement shall be remain in full force and effecteffect without any amendment thereto or waiver of any right thereunder; (i) Each Required Third-Party Consent and each Required Authorization shall have been obtained and each Required Notification shall have been delivered; and (ej) The provisions of ARTICLE V.(e) Bear Cub shall have been satisfiedcancelled, or shall have caused Pueblo to cancel, the Pueblo FCC Licenses via the FCC’s Universal Licensing System (ULS).

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsClosing Conditions: (ai) All all Fundamental Representations shall be true and correct at and as of the Closing Date (except to the extent such Fundamental Representations are made as of a specified date, in which case such Fundamental Representations shall be true as of the specified date), (ii) all representations and warranties of Seller contained in this Agreement other than the Fundamental Representations shall be true, true and correct and not misleading in all material respects (provided, however, that any materiality qualifier contained in any such representation or warranty of Seller shall be disregarded for purposes of this Section 11.2(a)) at and as of the Closing as if Date in accordance with their terms (except to the extent such representations and warranties were are made at as of a specified date, in which case such representations and warranties shall be true as of the Closing, and specified date), (iii) Seller shall have performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the ClosingClosing in all material respects, and (iv) Seller shall deliver a certificate to Buyer at Closing confirming the foregoing; (b) No suit order has been entered by any court or Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; (c) No material suit, action, or other proceeding by any Third Party shall be pending before any court or governmental agency Governmental Authority seeking to restrain, prohibit prohibit, enjoin, or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;Transaction; and (d) All necessary Seller shall have delivered (or be ready, willing, and material permissions, approvals and consents required which are obtainable prior able to Closing shall be deliver at Closing) to Buyer each of the Transaction Documents contemplated in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfiedSection 13.3.

Buyer’s Conditions. The Buyer’s obligations of Buyer at the Closing are subject, at the option of Buyer, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (a) All Seller’s representations and warranties of Seller contained in this Agreement under Section 3.01 shall be true, correct and not misleading true in all material respects at on the date of this Agreement and as of the Closing as if such representations and warranties were made at and as of the Closing, and . (b) Seller shall have performed and satisfied all agreements and covenants in all material respects the covenants and agreements which Seller was required by this Agreement to be performed and satisfied by Seller perform or satisfy at or prior to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) The aggregate sum of Defect Adjustments Except for matters not customarily and Exclusion Adjustments shall not exceed thirty percent appropriately obtained prior to Closing, Buyer has received evidence, in form reasonably satisfactory to its counsel, that all permits, consents, approvals, licenses, qualifications and orders required by governmental authority (30%) including the expiration or termination of the Preliminary Purchase Price;applicable waiting period under the HSR Act) or the terms of the Interests have been obtained or waived. (d) All necessary and material permissionsThere is no action or proceeding pending or threatened before a court, approvals and consents required which are obtainable prior arbitrator or governmental authority seeking to Closing shall be in full force and effect; andrestrain or prohibit the consummation of the transactions contemplated by this Agreement or to obtain substantial damages from Buyer related to this Agreement. (e) The provisions Seller shall have delivered to Buyer a certificate of ARTICLE V.(ean officer of Seller certifying that the conditions set forth in paragraphs (a) and (b) of this Section 6.02 have been satisfied. (f) Except for Casualty Losses covered by Section 5.11, there has been no material adverse change in the physical condition of the Interests taken as a whole since the date of this Agreement. Depletion through normal production within authorized allowables, changes in rates of production that occur in the ordinary course of operation and ordinary wear and tear shall not be taken into account in determining whether such a material adverse change has occurred.

Buyer’s Conditions. The obligations of Buyer to consummate the transactions contemplated hereby at the Closing are subject, at the option of Buyer, shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived, in whole or in part, by Buyer: (a) All Seller shall have complied in all material respects with each of its covenants and agreements herein to be performed at or prior to the Closing Date and each of the representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all material respects as if made at and as of the Closing as if such representations Date, except to the extent of changes which have occurred prior to Closing which are consistent with the provisions of Section 6.1(d); (b) Seller shall have delivered to Buyer the duly authorized and warranties were made at and signed Officer's Certificate, dated as of the ClosingClosing Date, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior certifying as to the Closing; (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages matters specified in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d9.2(a); ; (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissionsconsents, approvals and consents authorizations required which are obtainable to be obtained prior to Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at Closing shall be have been made or obtained, and shall remain in full force and effect; and (e) The provisions all waiting periods applicable to the consummation of ARTICLE V.(e) the transactions contemplated hereby shall have expired or been terminated; and all required regulatory filings shall have been satisfied.made; provided, however, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement which would result in a material adverse effect on the business of the Branches or Buyer, or on the consummation of the transactions contemplated hereby; (d) There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction which would be violated by consummation of the transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such pending or threatened action, proceeding or investigation, neither party shall decline to proceed with Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; and ARTICLE 10

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction at or prior to the Closing, Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Buyer: (a) All representations and warranties of Seller contained in this Agreement (except for the representations and warranties set forth in Sections 3.01(k) and (l) shall be true, correct and not misleading true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, ; and Seller shall have performed and satisfied all material agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing;. (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);. (c) The aggregate sum of Defect Adjustments All necessary consents, permissions, novations and Exclusion Adjustments shall not exceed thirty percent (30%) approvals by third parties in connection with the sale and transfer of the Preliminary Purchase Price;Properties shall have been received prior to Closing, except those required consents, permissions, novations and approvals which are Permitted Encumbrances, but specifically including the consent to assign the Surface Lease (as defined in Section 8.05(d) below) from the Surface Owners (as defined in Section 8.05(d) below). (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; andDefective Interests will not reduce the Purchase Price by more than ten percent (10%). (e) The provisions waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (f) All transactions contemplated by the Producing Properties Agreement shall have closed pursuant to the terms of ARTICLE V.(e) have been satisfiedthe Producing Properties Agreement.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction at or prior to the Closing, Closing of the following conditions: (ai) All The Seller Fundamental Representations shall be true and correct in all respects at and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as of such specified date), and (ii) all other representations and warranties of Sellers set forth in Section 3.1 shall be true and correct in all respects (in each case, without giving effect to any materiality, material, or Seller contained Material Adverse Effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as of such specified date), except, solely in the case of this clause (ii), to the extent that the failure of such representations and warranties to be true and correct in all respects have not had and would not reasonably be expected to have a Seller Material Adverse Effect. (i) The Company Fundamental Representations shall be true and correct in all respects at and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as of such specified date), and (ii) all other representations and warranties of Sellers regarding the Company Group set forth in Section 3.2 shall be true and correct in all respects (in each case, without giving effect to any materiality, material, or Company Material Adverse Effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as of such specified date), except, solely in the case of this clause (ii), to the extent that the failure of such representations and warranties to be true and correct in all respects have not had and would not reasonably be expected to have a Company Material Adverse Effect; (i) The Company Group shall have performed, or complied with, in all material respects, the agreements and covenants required by this Agreement to be performed and satisfied by the Company Group prior to or at the Closing and (ii) Sellers shall have performed, or complied with, in all material respects, the agreements and covenants required by this Agreement to be performed and satisfied by Sellers prior to or at the Closing. (d) No Order issued by any Governmental Body or arbitrator restraining or prohibiting the consummation, in whole or in part, of the Transactions shall be in effect. (e) Sellers’ Representative shall have delivered (or shall be ready, willing and able to deliver) to Buyer all of the Seller Deliverables. (i) The conditions to closing in the 299 APSA shall have been satisfied or waived in accordance with their terms and the parties thereto shall have indicated that they are ready, willing and able to consummate the transactions contemplated thereby and (ii) (A) the representations and warranties set forth in Article IV of the Investment Agreement shall be true, true and correct and not misleading in all material respects at and as of the Closing as if Date (other than such representations and warranties were made at that refer to a specified date, which need only be true and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants correct in all material respects as of such specified date), (B) the Investors (as defined in the Investment Agreement) shall have performed, or complied with, in all material respects, the agreements, covenants and delivery obligations required by this the Investment Agreement to be performed and satisfied by Seller at or the Investors (as defined in the Investment Agreement) prior to or at the Closing;, and (C) the Investors (as defined in the Investment Agreement) shall have executed and delivered to the Company (as defined in the Investment Agreement) a counterpart of the Investment Agreement. (bg) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except The sum (without duplication) of (i) matters with respect to which Buyer has been adequately indemnified by Sellerthe TD Purchase Price Adjustment Amount, or (ii) any suit or proceeding affecting only a portion the ED Purchase Price Adjustment Amount, (iii) the sum of all uncured Casualty Losses under Section 5.8, and (iv) the sum of the InterestsTD Purchase Price Adjustment Amount, which portion the ED Purchase Price Adjustment Amount, the RC Purchase Price Adjustment, the PR Purchase Price Adjustment, all uncured Casualty Losses, and all Allocated Values of all Environmental Review Excluded Properties (in each case of this clause (iv), as defined in the Interests could 299 APSA), shall be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty less than twenty percent (3020%) of the Preliminary sum of (A) the Base Purchase Price;Price and (B) the Base Purchase Price (as defined in the 299 APSA). (dh) All necessary Since the Execution Date, there shall not have occurred and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; andcontinuing any Company Material Adverse Effect within the meaning of clause (b) of the definition thereof. (ei) The provisions of ARTICLE V.(eAny waiting period (and any extension thereof) under the HSR Act applicable to Transactions shall have expired or been terminated, or clearance shall otherwise have been satisfiedgranted by the relevant Governmental Bodies.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyerits option, subject to the satisfaction, satisfaction or waiver by Buyer at or prior to the Closing, Closing of the following conditions: (a) (i) All representations and warranties of Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.1(d), 4.1(h), 4.1(u)(i), and 4.1(u)(ii) contained in this Agreement shall be true and correct in all material respects (in each case, without giving effect to any materiality, material, or material adverse effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all material respects as of such specified date), and all other representations and warranties of Seller contained in this Agreement shall be true, true and correct and not misleading in all respects (in each case, without giving effect to any materiality, material, or material respects adverse effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as if of such specified date), except to the extent that the failure of such representations and warranties were made at to be true and as of the Closing, correct in all respects would not have a Material Adverse Effect and (ii) Seller shall have performed and satisfied performed, or complied with, in all material respects, the agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to or at the Closing;. (b) No suit injunction, order, award or judgment shall have been issued by any court, governmental agency or arbitrator restraining or prohibiting the consummation in whole or in part, of the transactions contemplated hereby. No material suit, action, litigation or other proceeding instituted by any governmental authority shall be pending before any court or court, governmental agency or arbitrator seeking to restrain, prohibit prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the purchase and sale consummation of the transactions contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d); (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (e) The provisions of ARTICLE V.(e) have been satisfied.

Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditionsconditions precedent: (a) All representations and warranties of Seller contained in this Agreement shall be true, are true and correct and not misleading in all material respects at and as of the Closing Date in accordance with their terms as if such representations and warranties were made remade at and as of the ClosingClosing Date (other than representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date); provided, however, that any such representation or warranty of the Seller that is qualified by a materiality standard shall not be further qualified by materiality for purposes of this Section 2.5, and Seller shall have has performed and satisfied all covenants and agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the ClosingClosing in all material respects; (b) No suit or other proceeding shall be pending before order has been entered by any court or governmental agency seeking to restrain, prohibit Governmental Body having jurisdiction over the Parties or declare illegal, the subject matter of this Agreement that restrains or seeking substantial damages in connection with, prohibits the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion Agreement and that remains in effect at the time of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d)Closing; (c) The aggregate sum of Defect Adjustments Seller shall have obtained all consents and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price; (d) All approvals necessary for it to consummate this Agreement and material permissionsperform its obligations hereunder, and such consents and approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and (ed) The provisions of ARTICLE V.(ethe Closing (as such term is defined in the Asset PSA) under the Asset PSA shall have been satisfiedoccurred contemporaneously with the Closing under this Agreement.

Buyer’s Conditions. The obligations of Buyer at the Closing are subjectare, at the option of Buyer, subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions: (a) All representations and warranties of Seller contained Sellers in this Agreement shall be true, correct and not misleading true in all material respects (or, if any specific representation or warranty is expressly qualified by concepts of “materiality,” then each of such representations and warranties will be true and correct in all respects) at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller . Sellers shall have performed and satisfied all agreements and covenants in all material respects the agreements and covenants required by this Agreement to be performed and satisfied by Seller Sellers at or prior to before the Closing;. (b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrainThe execution, prohibit or declare illegal, or seeking substantial damages in connection with, delivery and performance of this Agreement and the purchase transactions contemplated thereby have been duly and sale contemplated validly authorized by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion all necessary action on the part of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);Sellers. (c) The aggregate sum of Defect Adjustments and Exclusion Adjustments No action or proceeding shall not exceed thirty percent have been instituted (30%excluding any such matter instituted by Buyer) before any Governmental Authority or arbitrator to restrain or prohibit the consummation, in whole or in part, of the Preliminary Purchase Price;transactions contemplated herein, or to obtain substantial damages from Buyer in respect or arising out of this Agreement. (d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing The Properties shall be in full force free and effect; andclear of any and all Liens, overriding royalty interests, or other encumbrances less and except the lessor’s royalties. (e) The provisions of ARTICLE V.(eSellers’ interest in the Properties shall not be less than that set forth on Exhibits A, A-1 and B. (f) Sellers shall have been satisfiedobtained written consent to assign the Belle Isle Facility Agreement from Apache Corporation.