Common use of Conditions Precedent to Obligation of Each Party Clause in Contracts

Conditions Precedent to Obligation of Each Party. Subject to the terms of this Agreement, the Parties shall be obligated to consummate the sale and purchase of the Properties as contemplated in this Agreement on the Closing Date and, as such, each Party shall have the right to pursue specific performance of the other Parties’ obligations hereunder, provided the following conditions precedent have been satisfied or have been waived: (a) No suit, action or other proceedings shall be pending before any court or governmental entity in which it is sought by a person or entity other than the Parties hereto or any of their Affiliates, officers, directors, or employees to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages in connection with the transaction contemplated herein, nor shall there be any investigation by a governmental entity pending which might result in any such suit, action or other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the transaction contemplated by this Agreement; (b) All material consents and approvals, if any, whether required contractually or by applicable federal, state, local or tribal Law, or otherwise necessary for the execution, delivery and performance of this Agreement by a Party (except for consents and approvals of governmental entities or tribal authorities ministerial in nature and customarily obtained subsequent to the transfer of title) shall have been obtained and delivered to the other Party by the Closing and shall not have been withdrawn or revoked; and (c) Except for the conditions expressly set forth in this Section 13, there are no other conditions precedent to the obligations of the Parties to proceed to Closing; and, without limiting the generality of the foregoing, the Parties agree that any changes in commodity pricing or changes in the financial condition of a Party shall not be a condition on which a Party may elect not to proceed to Closing.

Conditions Precedent to Obligation of Each Party. Subject to the terms of this Agreement, the Parties Neither party shall be obligated to consummate the sale and purchase of an interest in the Properties Leases and Prospects as contemplated in this Agreement on the Closing Date and, as such, each Party shall have the right to pursue specific performance of the other Parties’ obligations hereunder, provided unless the following conditions precedent have been satisfied or have been waivedwaived by the Closing: (a) No suit, action or other proceedings shall be pending before any court or governmental entity in which it is sought by a person or entity other than the Parties parties hereto or any of their Affiliatesaffiliates, officers, directors, or employees to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages in connection with the transaction contemplated herein, nor shall there be any investigation by a governmental entity pending which might result in any such suit, action or other proceedings seeking to restrain, enjoin or otherwise prohibit the consummation of the transaction contemplated by this Agreement;; and (b) All material consents and approvals, if any, whether required contractually or by applicable federal, state, local or tribal Law, or otherwise necessary for the execution, delivery and performance of this Agreement by a Party Tipperary (except for consents and approvals of governmental entities or tribal authorities ministerial in nature and customarily obtained subsequent to the transfer of title) shall have been obtained and delivered to the other Party Kxxx-XxXxx by the Closing and shall not have been withdrawn or revoked; and (c) Except for the conditions expressly set forth in this Section 13, there are no other conditions precedent to the obligations of the Parties to proceed to Closing; and, without limiting the generality of the foregoing, the Parties agree that any changes in commodity pricing or changes in the financial condition of a Party shall not be a condition on which a Party may elect not to proceed to Closing.;

Conditions Precedent to Obligation of Each Party. Subject to the terms The respective obligations of this Agreement, the Parties shall be obligated each Party to consummate the sale and purchase of the Properties as transactions contemplated in by this Agreement on shall be subject to the Closing Date and, as such, each Party shall have the right to pursue specific performance fulfillment of the other Parties’ obligations hereunder, provided the following conditions precedent have been satisfied at or have been waivedprior to the Closing Date: (a) No suit, order shall have been entered and remain in effect in any action or other proceedings shall be pending proceeding before any federal, state, foreign or local court or governmental entity in which it is sought by a person agency or entity other than the Parties hereto federal, state, foreign or any of their Affiliates, officers, directors, local regulatory or employees to restrain, enjoin administrative agency or otherwise prohibit commission that would prevent or make illegal the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages in connection with the transaction contemplated herein, nor shall there be any investigation by a governmental entity pending which might result in any such suit, Agreement and no action or other proceedings seeking to restrainthat has a reasonable likelihood of preventing or materially hindering the transactions contemplated hereby shall have been instituted, enjoin or otherwise prohibit the consummation of the transaction contemplated by this Agreementwhich shall not have been subsequently dismissed; (b) All material Newpark Resources, Inc. ("Newpark") shall have consented to (i) the assignment to Buyer of all contracts and agreements with Newpark that are included within the Purchased Assets and (ii) Buyer's assumption of all of the Assumed Liabilities evidenced by such contracts and agreements; (c) The parties shall have entered into a Note Purchse Agreement pursuant to which the Note will be issued, the terms and conditions of which are described in the Term Sheet attached hereto as EXHIBIT C; and (d) Any and all other consents and approvalsof third parties, if anyincluding Governmental Authorities (other than any consents that would customarily be obtained after the Closing), whether required contractually or by applicable federal, state, local or tribal Law, or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by a Party (except for consents and approvals of governmental entities or tribal authorities ministerial in nature and customarily obtained subsequent to the transfer of title) transactions contemplated hereby shall have been obtained and delivered to the other Party by the Closing and or arrangements shall not have been withdrawn or revoked; and (c) Except for made reasonably satisfactory to Buyer to allow Buyer to receive substantially the conditions expressly set forth in this Section 13, there are no other conditions precedent to the obligations of the Parties to proceed to Closing; and, without limiting the generality of the foregoing, the Parties agree that any changes in commodity pricing or changes in the financial condition of a Party shall not be a condition on which a Party may elect not to proceed to Closingsame economic benefits as if all such consents had been obtained.