Common use of Closing Deliveries Conditions Precedent Clause in Contracts

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) An amendment to the Note in the form attached hereto as Exhibit A; (b) An Amendment No. 3 to May 30, 2012 Warrant (such warrant, as amended from time to time, the “May 0000 Xxxxxxx”) in the form attached hereto as Exhibit B (the “May 2012 Warrant Amendment”); (c) An Amendment Xx. 0 xx Xxxx 00, 0000 Xxxxxxx (such warrant, as amended from time to time, the “June 2013 Warrant”) in the form attached hereto as Exhibit D (the “June 2013 Warrant Amendment”); (d) Karlsson shall have received a true and correct copy of the most recent version of the Mineral Development Report submitted to, and the version currently under review by, the ASLD. (e) Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and (f) Karlsson shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying the accuracy of the representations and warranties set forth in Sections 4(e) and 4(f) of this Agreement.

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) An amendment to the Note in the form attached hereto as Exhibit AA (the “Fourth Amendment to the Promissory Note”); (b) An Amendment No. 3 amendment to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) among Prospect DE, AWP and Karlsson dated as of May 30, 2012 Warrant (such warrant, as amended from time to time, the “May 0000 Xxxxxxx”) in the form attached hereto as Exhibit B (the “May 2012 Warrant Amendment”)B; (c) An Amendment Xx. 0 xx Xxxx 00, 0000 Xxxxxxx (such warrant, as amended from time to time, the “June 2013 Warrant”) amendment in the form attached hereto as Exhibit D (C to that certain Escrow Agreement dated as of April 15, 2013 among Karlsson, Parent, and JPMorgan Chase Bank, N.A., as escrow agent, as amended by that certain Amendment to Escrow Agreement among the “same parties dated as of June 2013 Warrant Amendment”)26, 2013; (d) Karlsson The Prospect Parties shall have received delivered to Karlsson (i) a true and correct copy schedule of all accounts payable as of the most recent version Effective Date in excess of $1,000; and (ii) a schedule in form and substance reasonably satisfactory to Karlsson setting forth the Mineral Development Report submitted toProspect Parties’ estimated sources of funding and amounts of expenses through March 13, and the version currently under review by, the ASLD.2014; (e) Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and (f) Karlsson shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying the accuracy of the representations and warranties set forth in Sections 4(e) and 4(f) of this Agreement.

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Extension Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) a. An amendment to the Note in the form attached hereto as Exhibit AA (the “First Amendment to the Promissory Note”); (b) b. An Amendment No. 3 amendment to that certain Warrant, dated as of May 30, 2012 Warrant (such warrant2012, as amended from time to time, the “May 0000 Xxxxxxx”) in the form attached hereto as Exhibit B (the “May 2012 Warrant AmendmentFirst Amendment to the Warrant”); c. An amendment to that certain Additional Consideration Agreement, dated as of August 1, 2012, by and between AWP and Karlsson in the form attached hereto as Exhibit C (c) An Amendment Xx. 0 xx Xxxx 00, 0000 Xxxxxxx (such warrant, as amended from time to time, the “June 2013 WarrantFirst Amendment to the Additional Consideration Agreement”) ); d. An amendment to the Supplemental Payment Agreement, dated as of August 1, 2012, by and among Prospect DE, AWP and Karlsson in the form attached hereto as Exhibit D (the “June 2013 Warrant AmendmentFirst Amendment to the Supplemental Payment Agreement”); e. A guarantee by Parent in favor of Karlsson in the form attached hereto as Exhibit E (d) Karlsson the “Parent Guarantee”). The parties hereto agree that the Parent Guarantee shall have received constitute a true and correct copy Loan Document for all purposes under the Loan Documents. f. A pledge of the most recent version equity interests of Prospect DE by Parent in favor of Karlsson in the Mineral Development Report submitted toform attached hereto as Exhibit F (the “Prospect DE Pledge”) and UCC-1’s in recordable form with respect thereto. The parties hereto agree that the Prospect DE Pledge shall constitute a Loan Document for all purposes under the Loan Documents. g. Amendments to (i) that certain Promissory Note issued by Parent dated as of March 7, 2013, in favor of Apollo Management VII, L.P., a Delaware limited partnership, and (ii) that certain Promissory Note issued by Parent, dated as of March 7, 2013, in favor of Apollo Commodities Management, L.P., a Delaware limited partnership with respect to Series I. h. An escrow agreement by and between the version currently under review byescrow agent, Parent and Karlsson in the ASLDform attached hereto as Exhibit G (the “Escrow Agreement”). (e) i. Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and. j. A good standing certificate from the state of organization of each Prospect Party as of a recent date. k. AWP shall have delivered to Polsinelli PC, Xxx Xxxx Xxxxxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 c/o Xxxxxxx X. Xxxxxxxxx, the originals of all of the Arizona State Mineral Exploration Permits as listed in Exhibit A to the AWP Deed of Trust, to be held in escrow on behalf of Karlsson as additional collateral, and to be delivered to Karlsson solely upon an Event of Default, subject to all applicable notice and cure periods. x. Xxxxxxxx shall have received copies of the Articles of Organization, the operating agreement and all amendments thereto, and a Certificate of Good Standing as to Apache. x. Xxxxxxxx shall have received copies of all agreements, deeds, and other documents pursuant to which Apache has acquired any real or personal property assets (f) Karlsson the “Apache Collateral”). x. Xxxxxxxx shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying certifying: (i) the accuracy of the representations and warranties set forth in Sections 4(e) and 4(fSection 6(e) of this Agreement, (ii) that the documents delivered to Karlsson pursuant to Section 4(m) of this Agreement constitute all of the agreements, deeds, instruments, or other documents pursuant to which Apache has acquired any Apache collateral and (iii) that Witch Xxxxx Land & Cattle, LLC does not own any assets.

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) An amendment to the Note in the form attached hereto as Exhibit A; (b) An amendment in the form attached hereto as Exhibit B to that certain Escrow Agreement dated as of April 15, 2013 among Karlsson, Parent, and JPMorgan Chase Bank, N.A., as escrow agent (as amended from time to time, the “Escrow Agreement”); (c) An Amendment NoXx. 3 to May 300 xx Xxx 00, 2012 Warrant 0000 Xxxxxxx (such warrant, as amended from time to time, the “May 0000 Xxxxxxx”) in the form attached hereto as Exhibit B E (the “May 2012 Warrant Amendment”); (cd) An Amendment Xx. 0 xx Xxxx 00, 0000 Xxxxxxx (such warrant, as amended from time to time, the “June 2013 Warrant”) in the form attached hereto as Exhibit D F (the “June 2013 Warrant Amendment”); (d) Karlsson shall have received a true and correct copy of the most recent version of the Mineral Development Report submitted to, and the version currently under review by, the ASLD. (e) Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and (f) Karlsson shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying the accuracy of the representations and warranties set forth in Sections 4(e) and 4(f) of this Agreement.

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) An amendment to the Note in the form attached hereto as Exhibit AA (the “Second Amendment to the Promissory Note”); (b) An Amendment No. 3 to May 30A Warrant, 2012 Warrant (such warrantdated as of June 26, as amended from time to time2013, the “May 0000 Xxxxxxx”) in the form attached hereto as Exhibit B (the “May 2012 Warrant AmendmentAdditional Warrant”); (c) An Amendment Xx. 0 xx Xxxx 00amendment to that certain Supplemental Payment Agreement, 0000 Xxxxxxx dated as of June 26, 2013, by and between AWP and Karlsson, in the form attached hereto as Exhibit C (such warrant, as amended from time to time, the “Second Amendment to Supplemental Payment Agreement”); (d) An amendment to the Registration Rights Agreement, dated as of June 2013 Warrant”) 26, 2013, by and between Parent and Karlsson, in the form attached hereto as Exhibit D (the “June 2013 Warrant AmendmentFirst Amendment to Registration Rights Agreement”); (de) Karlsson shall have received a true and correct copy An amendment to of the most recent version escrow agreement dated as of April 15, 2013 by and between the Mineral Development Report submitted toescrow agent, Parent and Karlsson in the version currently under review by, form attached hereto as Exhibit E (the ASLD“Escrow Agreement Amendment”). (ef) Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and. (fg) Karlsson shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying the accuracy of the representations and warranties set forth in Sections 4(e) and 4(fSection 6(e) of this Agreement.

Closing Deliveries Conditions Precedent. Concurrently with the execution of this Agreement, and as a condition to the effectiveness of this Agreement, the Prospect Parties and Karlsson, as applicable, will execute and deliver, or cause to be executed and delivered, the following: (a) An amendment to the Note in the form attached hereto as Exhibit A1 to this Agreement; (b) An Amendment No. 3 2 to May 30, 2012 Warrant Additional Consideration Agreement (such warrant, as amended from time to time, the “May 0000 XxxxxxxACA Amendment”) in the form attached hereto as Exhibit B (the “May 2012 Warrant Amendment”)3 to this Agreement; (c) An Amendment Xx. 0 xx Xxxx 00Immediately following the execution of the ACA Amendment, 0000 Xxxxxxx those certain Royalty Agreements in the forms attached as Exhibit 5 to this Agreement (such warrantRoyalty Agreements, as amended from time together with all royalty agreements to timebe executed and delivered pursuant to Section 12(b) of the Fourth Extension Agreement, the “June 2013 Warrant”) in the form attached hereto as Exhibit D (the “June 2013 Warrant AmendmentRoyalty Agreements”); (d) Karlsson shall have received a true and correct copy copies of the most recent version Waivers in the form attached as Exhibit 9 to this Agreement (each a “Waiver” and collectively the “Waivers”), duly executed by each of the Mineral Development Report submitted to, Very Hungry LLC and the version currently under review by, the ASLD.Xxxxx Xxxxxx 1991 Trust; (e) Karlsson shall have received a certificate of the Secretary or Assistant Secretary of each Prospect Party, dated as of the Closing Date (as defined below), certifying (i) the resolutions of the Boards of Directors or Managers, as applicable, of each Prospect Party authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby by such Prospect Party, and (ii) the incumbency, authority and signatures of each executive officer who will act as such in connection herewith; and (f) Karlsson shall have received an Officer’s Certificate (the “Officer’s Certificate”) of the Chief Executive Officer or the Chief Financial Officer of Prospect DE and Parent dated as of the Effective Date, certifying the accuracy of the representations and warranties set forth in Sections 4(e) and 4(f) of this Agreement.