Common use of CONDITIONS OF CLOSING BY BUYER Clause in Contracts

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation and warranty set forth in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, all representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects as of the date hereof and the Closing 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), and Sellers shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers. (b) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby. (c) No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation Buyer shall have had reasonable access during normal business hours to all data and warranty set forth records obligated to be provided Buyer in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, 3 hereof. (b) That all representations and warranties of Sellers Seller contained in this Agreement shall be true and correct in all material respects at and as of the date hereof and the Closing Date (other than as if such representations and warranties were made at and as of Closing; (c) Buyer shall have received Seller's assurance that refer (i) the consummation of the transaction contemplated hereby will not violate the provisions of Seller's corporate charter and by-laws or any agreement, instrument, order, judgment or law by which it is bound, and (ii) all title documents delivered hereunder are validly executed on behalf of Seller. (d) Seller shall have obtained and delivered to a specified date Buyer (i) all prerequisite waivers of preferential rights of purchase, and (ii) all necessary consents for transfer of the Interests, except those which need only by their nature cannot be requested or obtained until after Closing, or Buyer and Seller shall have adjusted the sale price in accordance with the provisions of Section 2 and 5. (e) That all representations and warranties of Seller contained in this Agreement shall be true and correct on in all material respects at and as of Closing as if such specified date), representations and Sellers warranties were made at and as of Closing; (f) 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 or satisfied by Sellers.Buyer at or prior to Closing; and (bg) No Proceeding (excluding any Proceeding initiated by Buyer at the Closing Date, no suit, action or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity seeking in which it is sought to restrain, prohibit, restrain or declare illegal, prohibit the performance of or seeking substantial to obtain damages or other relief in connection with this Agreement or the transaction transactions contemplated hereby. (ch) No Since the date of this Agreement, there shall have been no material adverse change in the condition of the Properties shall have occurred subsequent to the Effective TimeAssets, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment personal property through ordinary wear and tear. (d) Sellers shall deliver, depletion resulting from production and economic, political or cause to be deliveredlegal changes affecting the oil and gas industry in general; provided, to Buyer (i) the Lessors’ Consenthowever, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests no change in the Properties have been released. conditions of the Assets shall be deemed material unless the aggregate value thereof exceeds five (e5%) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.Purchase Price

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation and warranty set forth in Section 5.1(f), which representation and warranty shall only be required to be true and correct as The representations of the Closing Date, all representations and warranties of Sellers Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof and the Closing 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)the Closing Date, and Sellers Seller shall have performed and satisfied materially all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller at or prior to Closing; (b) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) and Seller shall be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or declare illegal, or seeking substantial damages have adjusted the Base Purchase Price in connection accordance with the transaction contemplated hereby.provisions of this Agreement; (c) No material adverse change Seller shall have delivered to Buyer a legal opinion rendered by Seller's corporate counsel to the effect that (i) Seller is a corporation validly existing and in good standing under the condition laws of the Properties shall State of Delaware and has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery of, and consummation of the transactions contemplated by, this Agreement by Seller have occurred subsequent to been duly authorized by all necessary action on the Effective Timepart of Seller; and (iii) this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except for depletion that such enforcement may be subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights and to general principles of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.equity; (d) Sellers Seller shall deliver, or cause to be delivered, have delivered to Buyer a legal opinion rendered by Seller's Delaware counsel in substantially the form attached hereto as Exhibit "C"; (ie) There shall be no pending legal or equitable action seeking to enjoin, prohibit or declare illegal the Lessors’ Consentpurchase and sale of the Interests as contemplated by this Agreement; and (f) All consents, (ii) any other permits, authorizations, regulatory approvals, lessor approvals and third party or governmental consents waivers required to be obtained by Sellers in order for it to convey and assign consummate the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties transactions contemplated hereby shall have been releasedobtained, other than consents and approvals by, required notices to, and filings with governmental authorities that are customarily obtained after the consummation of transactions of the type contemplated hereby. (e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation a. Buyer shall have had reasonable access during normal business hours to all data and warranty set forth in Section 5.1(f), which representation and warranty shall only be required records obligated to be true and correct provided to Buyer as of provided herein; b. Buyer shall have had reasonable access to the Closing DateProperties to conduct an inspection for all purposes, all including, but not limited to environmental condition; c. The underlying facts asserted in the representations and warranties of Sellers Seller contained in Paragraphs 7.a) through 7.n) of this Agreement shall be true and correct in all material respects as (without regard to Seller’s lack of knowledge that any such representation or warranty that was made based on “Seller’s Knowledge” was, in fact, untrue or incorrect, the fact that such representation or warranty is qualified by Material Adverse Effect, or any modifications to the Exhibits or Schedules after the date hereof and hereof), but only to the Closing Date (other than extent the failure of any or all of such representations and warranties that refer of Seller made in Paragraphs 7.a), d), k), l) and n) to a specified date which need only be true and correct on in all material respects results in a Material Adverse Effect and as of such specified date), and Sellers Seller shall have performed and satisfied in all material respects all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller; d. All (bi) prerequisite waivers of preferential purchase rights relating to the Properties and (ii) necessary consents for transfer of the Properties, except those that by their nature cannot be requested or obtained until after Closing, have been obtained; or Buyer and Seller have adjusted the Sale Price in accordance with the provisions of Paragraph 12 of this Agreement; and e. No Proceeding (excluding any Proceeding initiated by Buyer suit or any of its affiliates) other proceeding shall be pending or threatened before any court or Governmental Entity Authority seeking to restrain, prohibitrestrain or prohibit this transaction, or to declare the transaction illegal, or seeking to obtain substantial damages in connection with the transaction contemplated hereby. (c) No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except Buyer shall have completed its Due Diligence Investigation and shall not have terminated this Agreement as a result of any Due Diligence Defect pursuant to Section 5 hereof; (b) Seller shall have obtained and delivered to Buyer all prerequisite waivers of preferential rights of purchase and all necessary consents for transfer of the representation and warranty set forth Interests; (c) The representations of Seller contained in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, all representations and warranties of Sellers contained in this Agreement 8 shall be true on and correct as of closing; (d) Seller shall have performed in all material respects as all of the date hereof its covenants and the Closing 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), and Sellers shall have performed and satisfied all agreements and covenants contained in all material respects required by this Agreement to be performed and satisfied by Sellers.Agreement; (be) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) Prior to Closing, there shall be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby. (c) No not have been a material adverse change in the condition Interests, in the reasonable opinion of the Properties shall have occurred subsequent Buyer, taken as a whole, excepting depletion due to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.; (df) Sellers shall deliverPrior to or at Closing, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (e) neither Seller nor Buyer shall have receivedknowledge of any bona fide suit, action or other proceeding or investigation before any court or before any governmental agency or submission by any governmental agency of information relating to its reasonable satisfactionthe subject matter of the transaction contemplated under this Agreement or any other bona fide material claim or demand, all agreements, instruments and documents pending (1) in which are required by other terms the consummation of this Agreement to or the transaction contemplated hereby may be executed restrained, prohibited, invalidated, set aside or delivered by Sellers delayed in whole or any other party to Buyer prior to in part, or (2) in which damages are sought in connection with the Closing.consummation of this Agreement. Buyer has specifically acknowledges that it has been made aware of the following lawsuit: CV 00-039-6F-DWM; (fg) If Buyer has All actions to be taken by Seller in connection with consummation of the right transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to terminate this Agreement under Section 4.7effect the transactions contemplated hereby will be satisfactory in form and substance to Buyer; and (h) Prior to Closing, Buyer shall have waived such right to terminateobtained all material permits, but not Seller’s obligation to cure the related defectslicenses or consents required by any governmental authority or other entity. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation and warranty set forth in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, all All representations and warranties of Sellers Seller contained in this Agreement shall be true true, correct, and correct not misleading in all material respects as of the date hereof and the Closing 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)respects, and Sellers Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller; (b) No Proceeding (excluding any Proceeding initiated by Buyer suit or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby.; and (c) No material adverse change in the condition of or title to the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliverSeller will make available to Buyer's auditors for up to one year after Closing, or cause to be deliveredat reasonable business hours and at the offices of Seller, to Buyer (i) the Lessors’ Consentthose accounting files, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required including but not limited to be obtained by Sellers in order for it to convey and assign monthly statements of revenues derived from sales of hydrocarbons from the Properties and the operating expenses and capital costs related to Buyer the Properties, monthly XXXXX charges and (iii) evidence that all Liens affecting Sellers’ interests in associated expenses, invoices and hydrocarbon purchaser statements related to the Properties have been releasedover the period beginning January 1, 2003 through April 30, 2006) necessary for Buyer to construct a three (3) year history of property level revenues and expenses for the Properties. (e) Xxxxx Petroleum LP ("HPLP"), Xxxxx Heirs, and Buyer shall have receivedwill continually vote their combined seventy-five and twenty seven one hundredths percent (75.27%) voting interest in the South Xxxxxx Unit for Buyer to become the successor operator to Xxxxx Petroleum LP for as long as Buyer, to its reasonable satisfaction, all agreements, instruments Xxxxx Petroleum LP and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or Xxxxx Heirs own an interest in connection with the ClosingProperties. (f) If Seller has provided Buyer has or its legal counsel all material documents related to the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defectsHPLP-ARCO/BP South Xxxxxx Unit transaction. (g) Closing shall have occurred on or before February 28HPLP acquired certain surface acreage as recorded in Volume 1081 at page 000 xx xxxxxXxxxXxx Xxxxxx, 2014. XxxxxXxx Xxxxxx records from Atlantic Richfield Company (h"ARCO") Buyer shall have received financing on under that certain Assignment, Xxxx of Sale and Surface Deed effective May 1, 2001. HPLP will hold title to the terms provided surface for the benefit of HPLP and the South Xxxxxx Unit working interest owners until such time that HPLP conveys its working interest and ARCO conveys its net profits interest in the Buyer FinancingSouth Xxxxxx Unit, or such time as the South Xxxxxx Unit is terminated. At such time as HPLP and ARCO convey their South Xxxxxx Unit ownership to a third party, HPLP will convey title to the subject surface to the South Xxxxxx Unit operator for the benefit of the South Xxxxxx Unit working interest owners. No costs will be charged by HPLP to the working interest owners for the use of the subject land.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is ---------------------------------- subject to the satisfaction of the following conditions: (a) Except for the representation Buyer shall have had reasonable access during normal business hours to all data and warranty set forth in Section 5.1(f), which representation and warranty shall only be required records obligated to be true provided to Buyer as provided herein; (b) Buyer shall have had reasonable access to the leases and correct as of equipment included in the Closing DateProperties to conduct an inspection for all purposes, all including environmental condition; (c) All representations and warranties of Sellers Seller contained in this Agreement shall be true true, correct and correct not misleading in all material respects as of the date hereof and the Closing 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)respects, and Sellers Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller; (bd) Seller shall have obtained and delivered to Buyer (i) all prerequisite 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 Buyer and Seller shall have adjusted the Sale Price in accordance with the provisions of this Agreement; (e) No Proceeding (excluding any Proceeding initiated by Buyer suit or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibitor prohibit this transaction, or to declare the transaction illegal, or seeking to obtain substantial damages in connection with the transaction contemplated hereby. (c) ; No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing.; (f) If Buyer has As of the right to terminate this Agreement under Section 4.7Closing Date, Buyer will be able to market the gas attributable to Seller under terms and conditions no less favorable than those under which Seller is marketing the gas as of the date hereof. Further that as of the Closing Date, the Properties to be conveyed by Seller shall have waived such right not be obligated by virtue of any prepayment under any gas sales contract or oil sales contract which contains a "take or pay" clause or any similar arrangement to terminatedeliver said oil and gas at some future time without then and thereafter receiving full payment, but not Seller’s obligation to cure the related defects.therefore; and (g) Closing All requisite final approvals of state or federal government agencies, including, without limitation, that of the Public Service Commission of West Virginia, shall have occurred on been granted and do not contain any terms or before February 28conditions which are unsatisfactory to either Seller or Buyer, 2014to be determined in such party's sole discretion. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is ------------------------------ subject to the satisfaction of the following conditions: (a) Except for the representation Buyer shall have had reasonable access during normal business hours to all data and warranty set forth records obligated to be provided Buyer in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, 3 hereof. (b) That all representations and warranties of Sellers Seller contained in this Agreement shall be true and correct in all material respects at and as of the date hereof and the Closing Date (other than as if such representations and warranties were made at and as of Closing; (c) Buyer shall have received Seller's assurance that refer (i) the consummation of the transaction contemplated hereby will not violate the provisions of Seller's corporate charter and by-laws or any agreement, instrument, order, judgment or law by which it is bound, and (ii) all title documents delivered hereunder are validly executed on behalf of Seller. (d) Seller shall have obtained and delivered to a specified date Buyer (i) all prerequisite waivers of preferential rights of purchase, and (ii) all necessary consents for transfer of the Interests, except those which need only by their nature cannot be requested or obtained until after Closing, or Buyer and Seller shall have adjusted the sale price in accordance with the provisions of Section 2 and 5. (e) That all representations and warranties of Seller contained in this Agreement shall be true and correct on in all material respects at and as of Closing as if such specified date), representations and Sellers warranties were made at and as of Closing; (f) 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 or satisfied by Sellers.Buyer at or prior to Closing; and (bg) No Proceeding (excluding any Proceeding initiated by Buyer at the Closing Date, no suit, action or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity seeking in which it is sought to restrain, prohibit, restrain or declare illegal, prohibit the performance of or seeking substantial to obtain damages or other relief in connection with this Agreement or the transaction transactions contemplated hereby. (ch) No Since the date of this Agreement, there shall have been no material adverse change in the condition of the Properties shall have occurred subsequent to the Effective TimeAssets, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment personal property through ordinary wear and tear. (d) Sellers shall deliver, depletion resulting from production and economic, political or cause to be deliveredlegal changes affecting the oil and gas industry in general; provided, to Buyer (i) the Lessors’ Consenthowever, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests no change in the Properties have been released. conditions of the -------- ------- Assets shall be deemed material unless the aggregate value thereof exceeds five (e5%) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.Purchase Price

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation Buyer shall have had reasonable access during normal business hours to all data and warranty set forth in Section 5.1(f), which representation and warranty shall only be required records obligated to be true and correct provided to Buyer as of provided herein; b) Buyer shall have had reasonable access to the Closing DateProperties to conduct an inspection for all purposes, all including, but not limited to environmental condition; c) The underlying facts asserted in the representations and warranties of Sellers Seller contained in Paragraphs 6.a) through 6.e) and 6.o) of this Agreement shall be true and correct in all material respects as (without regard to Seller’s lack of the date hereof and the Closing Date (other than representations and warranties knowledge that refer to a specified date which need only be true and correct any such representation or warranty that was made based on and as of such specified date“Seller’s Knowledge” was, in fact, untrue or incorrect), and Sellers Seller shall have performed and satisfied in all material respects all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller; (bd) The NPI Owners shall have assigned the Mississippi NPI to Seller; and e) No Proceeding (excluding any Proceeding initiated by Buyer suit or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibitrestrain or prohibit this transaction, or to declare the transaction illegal, or seeking to obtain substantial damages in connection with the transaction contemplated hereby. (c) No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (ef) Buyer shall not have received, determined based on demonstrable facts that it has provided to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or Seller that there is any other party material impediment to Buyer prior becoming the designated operator of each Lease relating to or in connection the Properties for which Dunhill Resources, Inc. is currently the designated operator (the “DRI-Operated Leases”), other than Buyer’s compliance following the Closing with the election of operator provisions of the applicable operating agreements relating to each such Property and with the routine rules and regulations of Governmental Authorities having jurisdiction. If, as of Closing, MMS Designation of Operator forms designating Buyer as the operator of any of the DRI-Operated Leases have not been obtained from all of the interest owners of such Lease(s), then at the request of Buyer, Seller shall deliver to Buyer at Closing MMS Designation of Operator forms from each interest owner in such DRI-Operated Lease(s) designating Seller as the operator of such Lease(s). (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) Except for the representation Buyer shall have had reasonable, full and warranty set forth in Section 5.1(f), which representation timely access during normal business hours to all data and warranty shall only be required records obligated to be true provided to Buyer as provided herein; (b) Buyer shall have had reasonable, full and correct as of timely access to the Closing DateProperties to conduct inspections for all purposes, all including environmental condition; (c) All representations and warranties of Sellers Seller contained in this Agreement shall be true true, correct, and correct not misleading in all material respects as of the date hereof (except that any representation or warranty which by its terms is qualified by materiality or a similar standard shall be true, correct, and the Closing 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 datenot misleading in all respects), and Sellers Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.Seller; (bd) Seller shall have obtained and delivered to Buyer: (i) reasonable evidence that all preferential rights (as defined in Paragraph 11) with respect to the Properties have been obtained (with respect to consents to assign), exercised or waived, or the time period for the exercise of such preferential right shall have expired without being exercised, and if exercised Buyer and Seller shall have removed the affected Properties from this Agreement and adjusted the Sale Price in accordance with the provisions of Paragraph 13 and subparagraph 13(b) of this Agreement; and (ii) all necessary consents (as defined in Paragraph 6(n)) in form and substance reasonably acceptable to the parties, except those that are traditionally requested or obtained after Closing; (e) The aggregate Allocated Value of all Properties removed from this transaction as herein provided shall not exceed 15% of the Sale Price; (f) No Proceeding (excluding any Proceeding initiated by Buyer suit or any of its affiliates) other proceeding shall be pending or threatened before any Governmental Entity court or governmental agency seeking to restrain, prohibitrestrain or prohibit this transaction, or to declare the transaction illegal, or seeking to obtain substantial damages in connection with the transaction contemplated hereby.; and (cg) No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Timedate hereof, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear. (d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released. (e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing. (f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects. (g) Closing shall have occurred on or before February 28, 2014. (h) Buyer shall have received financing on the terms provided for in the Buyer Financing.