Common use of Conditions to Purchaser’s Obligations Clause in Contracts

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth below: (a) The representations and warranties made by Seller in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of Purchaser Each Purchaser’s obligation to accept the Notes to be performed by delivered to such Purchaser at the Closing areis subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the option Closing, of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) The Company shall have delivered to such Purchaser the Notes, duly authorized and issued, to be accepted by such Purchaser in the form of a single Note dated as of the Closing Date and registered in such Purchaser’s name. (b) The representations and warranties made by Seller of the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete true and accurate correct in all material respects, respects (without regard to qualifications or exceptions contained therein as to materiality) when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, at the time of the Closing as though made on and as of the Closing Date. Seller Closing. (c) The Company shall also have performed or and complied in all material respects with all of its obligations under agreements and conditions contained in this Agreement, which are Agreement required to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (cd) There The Registration Rights Agreement, in substantially the form attached hereto as Exhibit 2 (the “Registration Rights Agreement”), shall not be have been duly authorized, executed and delivered to the Purchasers by the Company. (e) The Voting and Standstill Agreement, in existence on substantially the Closing Date form attached hereto as Exhibit 3, shall have been duly authorized, executed and delivered to the Purchasers by the Company. (if) No Governmental Authority having jurisdiction over any Legal Requirement, or party hereto shall have issued any order, decree decree, ruling, injunction or ruling by any court other action that is in effect (whether temporary, preliminary or Governmental Authoritypermanent) restraining, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by enjoining or otherwise prohibiting the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated herebyby this Agreement, (x) prohibit, render and no law or regulation shall have been adopted that makes consummation of the transaction contemplated by this Agreement illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assetsotherwise prohibited. (dg) Purchaser The Purchasers shall have received all Required Consents in each case in form and substance reasonably satisfactory from counsel to Purchaser, and no such consent, authorization or approval shall have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser shall have received Company an executed Operations Agreement (the "Operations Agreement") opinion substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser4. (h) At least 10 days prior to ClosingThe Company has not, Purchaser shall have received a schedule listing all in any material respect, violated or breached any terms, agreements or conditions contained in that certain Settlement Agreement and Release dated as of Seller’s bondsDecember 14, letters 2008 (the “Settlement Agreement”) by and among the Company and certain of creditits affiliates, surety instruments on the one hand, and certain of the Purchasers and their respective affiliates who are party thereto (the “Apollo Settlement Parties”), on the other similar items in connection with the Assets in accordance with 2.03(b)hand.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Purchaser) of the following conditions as of the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth belowDate: (a) The All representations and warranties made by of the Seller contained in Article III of this Agreement that are not qualified by materiality and in each Transaction Document to which the Seller is party shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect Effect” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date). (b) All representations and warranties of the Guarantor contained in each Transaction Document to which the Guarantor is party shall be truetrue and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, complete in which case only as of such date). (c) The Company, Guarantor and accurate the Seller shall have performed and complied with, in all material respects, all of the covenants and those that are qualified agreements required to be performed by materiality it under this Agreement at or Material Adverse Effect prior to the Closing. (d) No Law shall be true, complete in effect and accurate in all respectsno Order shall have been entered, in each case, which would prevent the performance of this Agreement or any Transaction Document or the consummation of any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement or any Transaction Document or cause such transactions to be rescinded. (e) Purchaser shall have received the following, each in form and substance satisfactory to Purchaser: (i) All of the certificates, if any, representing the Membership Interests accompanied by duly executed transfer powers executed in favor of Purchaser. (ii) Resignation letters duly executed by all managers, directors and officers (if any) of the Company, in form and substance reasonably satisfactory to Purchaser. (iii) Executed copies of the third party consents, in form and substance satisfactory to Purchaser, set forth on Schedule 5.01(e)(iii). (iv) The Assignment of Membership Interests, duly executed and delivered by the Seller. (v) The Billing Agreement, duly executed and delivered by the parties thereto. (vi) The O&M Agreement, duly executed and delivered by the parties thereto. (vii) The Guaranty, duly executed and delivered by the parties thereto. (f) Purchaser shall also have received the following: (i) a certificate of an authorized officer of the Seller in his or her capacity as such, dated as of the Closing Date. Seller shall also , certifying that the conditions specified in Sections 5.01(a) and 5.01(c) have performed been satisfied; (ii) a certificate of an authorized officer of the Guarantor in his or complied in all material respects with all her capacity as such, dated as of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date, certifying that the conditions specified in Sections 5.01(b) and 5.01(c) have been satisfied; (iii) a certificate of an authorized officer of the Seller in his or her capacity as such, dated as of the Closing Date, certifying as to (i) the terms and effectiveness of the Organizational Documents, and (ii) the valid adoption of resolutions of the managing member of the Company with respect to the transactions contemplated by this Agreement; (iv) a certificate of good standing from the Secretary of State of the State of Delaware which is dated within a recent date prior to Closing with respect to each of the Company, Seller and Guarantor; and (v) a certificate of good standing and qualification to do business (or equivalent document) with respect to the Guarantor from the applicable Governmental Entity in Massachusetts, dated within a recent date prior to the Closing. (bg) Purchaser shall have received a certificate of Seller executed by an officer of the Seller statement, issued pursuant to Treasury Regulation sections 1.897-2(h) and dated as of the Closing to the effect that the statements in Section 8.03(a1.1445-2(c)(3)(i) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no certifying that the Membership Interests are not a United States real property interest within the meaning of section 897 of the Code (the Parties intend that such consent, authorization or approval shall have been revokedstatement be considered to be voluntarily provided by the Company in response to a request from Purchaser pursuant to Treasury Regulation section 1.1445-2(c)(3)(i)). (eh) Since the date hereof, no No Material Adverse Effect shall have occurredoccurred and be continuing. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles There shall be no action, suit, claim, order, injunction or proceeding of Organization of Seller any nature pending, or overtly threatened, against Purchaser or the Company, Seller, Guarantor, or their respective properties, officers, directors or Subsidiaries (with all amendments thereto)i) by any Person arising out of, certified as of a recent date or in any way connected with, the Closing or the other transactions contemplated by an appropriate official of the State of Delaware; this Agreement or any Transaction Document or (ii) Certificate dated by any Governmental Entity arising out of, or in any way connected with, the Closing or the other transactions contemplated by this Agreement and the Transaction Documents. If the Closing occurs, all Closing conditions set forth in this Section 5.01 which have not been fully satisfied as of a recent date the Closing shall be deemed to have been waived by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth below: (a) The representations and warranties made by Seller in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d)4.4, any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (dc) Purchaser shall have received all Required Consents except those related to Federal and State Leases and rights-of-way in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked. (ed) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of Purchaser In addition to be performed by the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth belowin Article III hereof being satisfied, the obligation of Purchasers to effect the Stock Acquisition, as contemplated hereby, are subject to the satisfaction or the written waiver of the following conditions: (a) The representations and warranties made No statute, rule, regulation, executive order, denial, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by Seller in this any Governmental Agency or other legal restraint or prohibition preventing the transaction contemplated by the Agreement that are not qualified by materiality or Material Adverse Effect from being completed shall be true, complete in effect. (b) The Company and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect the Selling Shareholders shall be true, complete and accurate in all respects, in each case, on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under and covenants required by this Agreement, which are Agreement to be performed or complied with by it prior to them either separately or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closingcollectively. (c) There The representations and warranties of the Company and the Selling Shareholders made in this Agreement shall not be true and correct in existence on all material respects as of the Closing Date though made as of that time, except to the extent they expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of that earlier date. (id) any Legal RequirementNo action, suit, or order, decree proceeding shall be pending or ruling by threatened before any court or Governmental Authorityquasi-judicial or administrative agency of any federal, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authoritystate, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Personlocal, or foreign jurisdiction or Governmental Agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, award, ruling, or charge would: (iv1) prevent consummation of any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated herebyby this Agreement, (x2) prohibitcause any of the transactions contemplated by this Agreement to be rescinded following consummation, render illegal (3) if true, make any of the representations or warranties set forth in Article IV, not true or not correct; or (4) have a Material Adverse Effect upon Purchaser’s proposed ownership or use on the right of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates Purchasers to dispose of all or any material portion of control and operate the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revokedCompany. (e) Since On the date hereofClosing Date, no Material Adverse Effect all of the officers and directors of the Company shall have occurredresigned from their respective offices and positions and copies of such resignations will be provided to the Purchasers. (f) Purchaser On the Closing Date, the Employment Agreement dated January 1, 2007, between the Company and Xxxxxxx X. Xxxxxxxxx shall have received an executed Operations Agreement (be voluntarily terminated by Xx. Xxxxxxxxx and satisfactory evidence of such termination shall be provided to the "Operations Agreement") substantially Purchasers; Xx. Xxxxxxxxx shall also execute a General Release in favor of the Company in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.Schedule 7.1(f). (g) Purchaser On the Closing Date, the Company and the Selling Shareholders shall have received the following documents relating delivered copies of all Company Documents to the existence Purchasers as contemplated by section 4.5 of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to the Closing, Purchaser the Purchasers shall have received a schedule listing written instructions from the Escrow Agent that it has received and is in possession of executed Irrevocable Stock Powers representing 100% of the NSUS Shares from all shareholders of Seller’s bondsthe Company who are identified on Schedule 4.6 of this Agreement. (i) At the Closing, letters the Company and the Selling Shareholders shall deliver satisfactory documentation to the Purchasers that all debts, obligations or liabilities, contingent or otherwise, of creditthe Company have been fully paid, surety instruments satisfied or discharged as contemplated by section 4.9 of this Agreement. (j) At the Closing, the Company shall deliver an Opinion of Counsel in form and other similar items substance acceptable to Purchasers as to such matters that Purchasers may reasonably require including but not limited to the validity of the Company's formation, its authority to enter into this Agreement and the validity of the Company's capitalization and issuance of the NSUS Shares. (k) The Company shall have delivered to Purchasers certificates dated as of the Closing Date and signed by an authorized officer for the Company together with the Selling Shareholders individually confirming that the conditions of paragraphs (a) (b), (c), (d), (e), (f), (g), (h), (i) and (j) of this Section 7.1 have been satisfied. (l) All actions to be taken by the Company and Selling Shareholders in connection with consummation of the Assets transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in accordance with 2.03(b)form and substance to Purchasers.

Conditions to Purchaser’s Obligations. The obligations obligation of Purchaser or FIC to consummate the transactions to be performed by it in connection with the Closing are, at the option of the Purchaser, is subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) Any necessary approvals. (b) No court or governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order or other law (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement. (c) The representations and warranties made by Seller of the Companies and the Sellers contained herein (or in this Agreement any certificate delivered pursuant hereto) that are not qualified by materiality or reference to a Material Adverse Effect shall be truetrue and correct as of the Closing as if made as of the Closing and all other representations and warranties of the Companies shall be true and correct as of the Closing as if made as of the Closing, complete except for such inaccuracies as have not had a Material Adverse Effect, and accurate Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of each Company. (d) The covenants and agreements of the Companies and the Sellers to be performed on or prior to the Closing shall have been duly performed in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller to such effect dated the Closing Date and executed by an a duly authorized officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revokedCompany. (e) Since the date hereof, no Material Adverse Effect The Sellers shall have occurreddelivered certificates representing the Company Stock in the name of Purchaser. (f) Purchaser Bell and Desselle shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter entexxx into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (xxxxxxment contracts with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to PurchaserFICFS. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of Purchaser Subject to Section 5.6, except as may be performed waived in writing by Purchaser, Purchaser’s obligation to make its deliveries at the Closing are, at and to effect and consummate the option of the Purchaser, transactions contemplated hereby shall be subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) The Seller’s representations and warranties contained in this Agreement. shall be true in all material respects as of the Closing Date with the same effect as though made on such date (except for representations and warranties made by as of a specified date, which shall have been true and correct as of such date), and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoing. (b) Each of Seller’s covenants and agreements contained in this Agreement that are not qualified by materiality to be performed at or Material Adverse Effect shall be true, complete and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and as of prior to the Closing Date. Seller shall also have been performed or complied in all material respects at or prior to the Closing, and Seller shall have executed and delivered to Purchaser at Closing a certificate confirming the foregoing. (c) Seller shall have delivered, and where applicable shall have duly executed, all the documents, certificates and other instruments required to be delivered at Closing in accordance with all Section 5.4 or any other express provision of its obligations under this Agreement, which are to be performed or complied with by it prior to or on . (d) No Material Adverse Change shall have occurred during the period between the Effective Date and the Closing Date. (be) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representationsNo temporary restraining order, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirementpreliminary or permanent injunction, or order, decree or ruling other order issued by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Personof competent jurisdiction, or (iv) any instituted other legal restraint or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit prohibition preventing the consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser hereby shall have received all Required Consents be in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval effect. No action shall have been revoked. (e) Since the date hereoftaken nor any statute, no Material Adverse Effect rule, or regulation shall have occurredbeen enacted by any governmental agency that makes the consummation of the transactions contemplated hereby illegal. (f) Purchaser Closing of the purchase of each of the other Portfolio Properties with respect to which the applicable closing date (as defined in the applicable Portfolio Purchase Agreement, as such date may be adjusted subject to the terms thereof) is prior to or contemporaneous with the Closing Date provided herein shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (occurred simultaneously with or prior to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.Closing. (g) Purchaser shall have received from the following documents relating applicable government department responsible for issuing the applicable license(s) formal or informal assurance, to the existence reasonable satisfaction of Seller Purchaser, that such department shall issue to Purchaser a new license(s) to operate the Facility in the ordinary course and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (ithat such new license(s) Articles of Organization of Seller (with all amendments thereto), certified when issued after Closing shall be effective as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to PurchaserClosing Date. (h) At least 10 If there is a threatened natural disaster (such as a hurricane) pending and, as a result of such threatened natural disaster, Purchaser’s property insurance company will not issue a property insurance policy until such natural disaster is no longer threatened or has already occurred, Closing shall be delayed for up to thirty (30) days prior to Closing, Purchaser shall have received a schedule listing all of Selleruntil Purchaser’s bonds, letters of credit, surety instruments and other similar items in connection with insurance company will issue the Assets in accordance with 2.03(b)property insurance policy.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed purchase the Property from Seller and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, as of the Closing areDate, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) The All of the representations and warranties made by of Seller set forth in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and true as of the Closing Date. Date in all material respects except for changes expressly permitted or contemplated by the terms of this Agreement. (b) Seller shall also have performed or delivered, performed, observed and complied in all material respects with with, all of its obligations under the items, instruments, documents, covenants, agreements and conditions required by this Agreement, which are Agreement to be performed or delivered, performed, observed and complied with by it Seller prior to to, or on as of, the Closing Date. (bc) Purchaser Neither Seller nor any Tenant shall be in receivership or dissolution proceedings or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated as bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assetsbeen filed against it. (d) Purchaser No material or substantial change shall have received all Required Consents in each case in form and substance reasonably satisfactory occurred with respect to Purchaserthe condition, and no such consentfinancial or otherwise, authorization of the Property or approval shall have been revokedSeller. (e) Since Neither the date hereof, no Material Adverse Effect Property nor any part thereof or interest therein shall have occurredbeen taken by execution or other process of law in any action prior to the Closing Date. (f) Purchaser shall have received an executed Operations Agreement (be reasonably satisfied with its inspection of the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (Property with respect to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.physical condition thereof by agents or contractors selected by Purchaser. (g) Purchaser shall have received received, in form acceptable to Purchaser, evidence of compliance by the following documents relating Property with all Permits required as of the Date hereof and such other Permits as may be necessary or appropriate for the operation of the Property for the current and intended use and for the transactions contemplated by this Agreement and the Lease. (h) All necessary approvals, consents and the like of third parties to the existence validity and effectiveness of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser:transactions contemplated hereby shall have been obtained. (i) Articles Purchaser shall be reasonably satisfied that the Property is sufficient and adequate for Seller to carry on the business now being conducted thereon and that the Property is in good condition and repair as reasonably required for the proper operation and use thereof in compliance with applicable Laws and the requirements of Organization of Seller applicable accreditation and licensing authorities. (j) Purchaser shall be satisfied with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware;matters regarding title and survey pursuant to Article 5 hereof. (iik) Certificate dated as of a recent date by Purchaser shall have obtained an appropriate official of environmental site assessment report covering the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller Property in form reasonably satisfactory and content acceptable to Purchaser. (hl) At least 10 days prior No portion of the Property shall have been destroyed by fire or casualty. (m) No condemnation, eminent domain or similar proceeding shall have been commenced or threatened with respect to Closing, any portion of the Property. (n) Purchaser shall have received an appraisal satisfactory to Purchaser in all respects, including without limitation a schedule listing all fair market value not less than the Exchange Value. (o) Seller shall have provided such representations, warranties and consents as may be reasonably required by the United States Securities and Exchange Commission (including, but not limited to, inclusion of Seller’s bondsfinancial statements, letters of credit, surety instruments financial information and other similar items required information concerning Seller or any affiliate of Seller in connection with the Assets in accordance with 2.03(bany United States Securities and Exchange Commission filings made by Purchaser or any affiliate of Purchaser).

Conditions to Purchaser’s Obligations. The obligations of Purchaser Each Purchaser’s obligation to accept the Temporary Note to be performed by delivered to such Purchaser at the Closing areis subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the option Closing, of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) The Company shall have delivered to such Purchaser the Temporary Note, duly authorized, executed and delivered, to be accepted by such Purchaser in the form of a single Temporary Note dated as of the Closing Date and registered in such Purchaser’s name. (b) The representations and warranties made by Seller of the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete true and accurate correct in all material respects, respects (without regard to qualifications or exceptions contained therein as to materiality) when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, at the time of the Closing as though made on and as of the Closing Date. Seller Closing. (c) The Company shall also have performed or and complied in all material respects with all of its obligations under agreements and conditions contained in this Agreement, which are Agreement required to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (cd) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding whichThe Registration Rights Agreement, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement 3 (the "Gas Gathering “Registration Rights Agreement") providing for gathering of Related Agreements gas (”), shall have been duly authorized, executed and delivered to the extent required under Purchasers by the Related AgreementsCompany. (e) No Governmental Authority having jurisdiction over any party hereto shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no law or regulation shall have been adopted that makes consummation of the transaction contemplated by this Agreement illegal or otherwise prohibited. (f) The Company shall have not, in any material respect, violated or breached any terms, agreements or conditions contained in that certain Settlement Agreement and Release dated as of June 22, 2009 (the “Settlement Agreement”) by and among the Company and certain of its affiliates, on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate one hand, and certain of fourteen the Purchasers and their respective affiliates who are party thereto (14) cents per Mcfthe “Bank Settlement Parties”), substantially in on the form attached hereto as Exhibit H.other hand. (g) Purchaser The Purchasers shall have received a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the following documents relating Company, substantially to the existence effect set forth in Exhibit 4 hereto. (h) The Purchasers shall have received from each of Seller the Huntsman Corporation and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: Company (i) Articles a copy of Organization such entity’s articles of Seller incorporation or articles of organization (with as applicable), including all amendments thereto), certified as of a recent date by an appropriate official the Secretary of State of the State state of Delaware; (ii) Certificate dated as of such entity’s organization, and a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and certificate as to the good standing of such entity as of a recent date, from such Secretary of State; (ii) a certificate of the secretary of such entity dated the Closing Date and tax status certifying (A) that attached thereto is a true and complete copy of Sellerthe by-laws (or operating agreement) of such entity as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members of such entity authorizing the execution, delivery and performance by such entity (to the extent applicable) of this Agreement, the Temporary Notes and the Registration Rights Agreement and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation or articles of organization of such entity have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such entity executing this Agreement, the Temporary Notes, the Registration Rights Agreement or any other document delivered in connection herewith on behalf of such party; and and (iii) Certificate a certificate of another officer of such entity as to the incumbency and specimen signature of the Secretary of Seller in form reasonably satisfactory secretary executing the certificate pursuant to Purchaserclause (ii) above. (hi) At least 10 days prior to Closing, Purchaser The Purchasers shall have received a schedule listing all certificate, dated the Closing Date signed by the chief financial officer of Seller’s bondsthe Huntsman Corporation and the Company, letters of credit, surety instruments and other similar items in connection confirming compliance with the Assets conditions precedent in accordance with 2.03(b)Section 4.1.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by consummate the transactions contemplated hereby are subject to the fulfillment of all of the following conditions on or prior to the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth below:Date. (a) The representations Each and warranties every representation and warranty made by Seller contained in this Agreement that are not qualified and in any certificate or other writing delivered by materiality or Material Adverse Effect Seller pursuant hereto shall be true, complete and accurate true in all material respects, respects as of the date when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate true in all respects, in each case, on material respects at and as of the Closing Date. Seller shall also have performed or complied in all material respects with all Date as if originally made on and as of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Seller shall effectively assign the Assigned Contracts (including obtaining all necessary consents). For each contract assigned under this provision, Seller shall deliver to Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of at the Closing to an assignment agreement in such form and substance as shall be mutually agreed by the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closingparties. (c) There shall not All obligations of Seller to be in existence performed hereunder on or before the Closing Date shall have been performed in all material respects. (d) No action shall be threatened or pending before any court or governmental agency the probable outcome of which would result in (i) any Legal Requirement, the restraint or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by prohibition of the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated herebyhereby or (ii) the restraint or prohibition of, (x) prohibitor interference with, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use the effective operation of the Assets taken as a whole, (y) compel enjoyment by Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revokedBusiness. (e) Since On the date hereofClosing Date, there shall be no Material Adverse Effect shall have occurred. (f) Purchaser shall have received an executed Operations Agreement (injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the "Operations Agreement") substantially in the form attached hereto transactions provided for herein, or any of them, not be consummated as Exhibit I herein provided and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).no

Conditions to Purchaser’s Obligations. The obligations of Purchaser to purchase the Assets shall be subject to the satisfaction (or waiver) on or prior to the Closing Date of all of the following conditions: VIII.1 Representations, Warranties and Covenants of Bayer. Bayer shall have performed and complied in all material respects with all agreements, obligations, and covenants contained herein to be performed by Bayer on or prior to the Closing areDate, at and the option of the Purchaser, subject to satisfaction of each of the conditions set forth below: (a) The representations and warranties made by Seller in this Agreement that of Bayer contained herein which are not qualified by as to materiality or "Material Adverse Effect Effect" shall be true, complete true and accurate correct in all respects and all other representations and warranties of Bayer contained herein shall be true and correct in all material respects, respects as of the date when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete on and accurate in all respects, in each case, as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller , except (a) where the failure to be true would not (after giving effect to any adjustment with respect to Final Closing Net Assets Schedule) have a Material Adverse Effect, except with respect to agreements, obligations, covenants, representations or warranties which have been previously qualified by Material Adverse Effect, (b) as otherwise contemplated hereby and (c) to the extent that any such representations and warranties were made as of a specified date which are qualified as to materiality or "Material Adverse Effect" shall also be true and correct as of the specified date and as to all other such representations and warranties, the same shall have performed or complied been true in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing specified date (except where the failure to the effect that the statements in Section 8.03(a) are be true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall would not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Effect). Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to PurchaserBayer Certificate. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The All the obligations of Purchaser under this Agreement are subject to be performed by the Closing arefulfillment, prior to or at the option of the PurchaserClosing, subject to satisfaction of each of the conditions following conditions, any or all of which (other than the condition set forth in clause (d) below:) Purchaser may waive in writing: 19 (a) Seller and Shareholder shall have performed in all material respects all of their obligations under this Agreement required to be performed at or before the Closing, and there shall have been delivered to Purchaser a certificate of the Shareholder and an officer of Seller, dated the Closing Date, to such effect; (b) The representations and warranties made by of Seller and Shareholder contained in Section 5 of this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete true and accurate correct in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on respects as of the date hereof and as of the Closing Date. Seller shall also have performed or complied in all material respects Date with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller same force and dated effect as though such representations and warranties had been made as of the Closing Date, and there shall have been delivered to Purchaser a certificate of an executive officer of Seller and Shareholder, dated the effect that the statements in Section 8.03(a) are true at and as of Closing with respect Date, to representations, warranties and covenants that are to survive the Closing.such effect; (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending No action or proceeding whichto enjoin any transaction contemplated by this Agreement shall have been instituted, and no injunction or restraining order in any case, would (w) enjoin, restrain, make illegal action or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or proceeding against any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets.such transaction shall then be in effect; (d) Purchaser Seller shall have received all Required Consents in each case delivered to Purchaser documents in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked.Purchaser demonstrating the release of all Liens on the Acquired Assets; (e) Since the date hereof, no No change that has had a Material Adverse Effect on the Business shall have occurred.occurred and shall not be threatened in any way as a result of any event or occurrence; and (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all an employment agreement with Xxxxxx Xxxxx in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller Purchaser in form reasonably satisfactory to Purchaserits sole discretion. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be performed subject to the fulfillment or waiver by the Closing are, Purchaser prior to or at the option of the Purchaser, subject to satisfaction Closing of each of the conditions set forth belowfollowing conditions: (a) The representations ACT shall have executed and warranties made by Seller in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete delivered to the Purchaser an Instrument of Transfer and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing DateReceipt. (b) Purchaser ACT shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing delivered to the effect that Purchaser a covenant not to xxx substantially in the statements in Section 8.03(a) are true at and as form of Closing with respect to representations, warranties and covenants that are to survive the ClosingExhibit B attached hereto. (c) There ACT shall not have executed and delivered to the Purchaser a release, substantially in the form of Exhibit C attached hereto. (d) ACT shall have executed and delivered to Kirin the Exclusive License Agreement and Non-Exclusive License Agreement substantially in the form of Exhibit D and Exhibit E attached hereto. (e) ACT shall have delivered to the Purchaser certified copies of the resolutions, duly adopted by the Board of Directors of ACT, which shall be in existence full force and effect on the Closing Date (i) any Legal Requirementdate hereof, or order, decree or ruling authorizing the execution and delivery and performance by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by ACT of this Agreement and the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurred. (f) Purchaser No Action shall have received an executed Operations Agreement been commenced or threatened against the Purchaser or against any Representative (the "Operations Agreement"as hereinafter defined) substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller involving any challenge to, or seeking Damages (with all amendments thereto)as hereinafter defined) or other relief in connection with, certified as of a recent date by an appropriate official of the State of Delaware; transactions contemplated herein; or (ii) Certificate dated as that may have the effect of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closingpreventing, Purchaser shall have received a schedule listing all of Seller’s bondsdelaying, letters of creditmaking illegal, surety instruments and other similar items in connection imposing limitations or conditions on or otherwise interfering with the Assets in accordance with 2.03(b)transactions contemplated herein.

Conditions to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed close the transactions contemplated by this Agreement is subject to the fulfillment of all of the following conditions precedent on or prior to the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth belowDate: (a) Purchaser as buyer and OPG and its affiliates as seller shall have simultaneously closed the Asset Purchase Agreement. (b) The representations and warranties made by Seller the Company and OPG in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete and accurate true in all material respects, respects when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate true in all respects, in each case, material respects as if originally made on and as of the Closing Date. Seller shall also have performed or complied in all material respects , subject (with all of its obligations under this Agreement, which are respect to be performed or complied with by it prior to or their truth and correctness on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing Date) to changes in the ordinary course of business, provided that such changes have no material adverse effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirementfinancial condition, operations, or orderassets of the Company and do not result from, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Personcreate, or (iv) any instituted constitute a breach or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets default by OPG or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser Company hereunder. OPG and the Company at Closing shall have received all Required Consents in each case also certify the foregoing matters in form and substance reasonably satisfactory to Purchaser, which certification shall specify in reasonable detail any changes in the ordinary course of business that affect the truth or correctness of any representations and no such consentwarranties on and as of the Closing Date. (c) All material obligations and covenants of the Company and OPG to be performed under this Agreement through, authorization or approval and including on, the Closing Date (including, without limitation, all obligations that the Company and OPG would be required to perform at the Closing if the transactions contemplated by this Agreement were consummated) shall have been revokedperformed in all material respects. (d) No injunction shall have been entered by a court of competent jurisdiction and remain in effect that would restrain or prohibit the transactions contemplated by this Agreement. (e) Since the date hereofof this Agreement, no the Company shall not have suffered any material change in the financial condition, business, or operations of the Company or suffered any material damage or loss having, or reasonably expected to have, any Material Adverse Effect shall have occurredon the business or operations of the Company. (f) Purchaser Purchaser, the Company, and OPG shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I timely given all notices required by all applicable laws, ordinances, regulations, and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (agreements relating to the extent transactions contemplated by this Agreement and shall have timely obtained all consents required under by all applicable laws, ordinances, regulations, and agreements relating to the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.same. (g) Purchaser The Company shall have received obtained and delivered to Purchaser a written consent for the following documents relating to assignment of the existence Washington State Department of Seller and Natural Resources aquatic lands lease, and, if requested by Purchaser's lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the authority of Seller to enter into this Agreementlandlord or other party whose consent thereto is required under such lease, all in form and substance reasonably satisfactory to Purchaser and Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser's lender. (h) At least 10 days prior The Company shall deliver to Closing, Purchaser a non-foreign affidavit dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that Purchaser is exempt from withholding any portion of the Purchase Price thereunder (the "FIRPTA Affidavit"). (i) No damage or destruction or other change shall have received occurred with respect to any of the Property or any portion thereof that, individually or in the aggregate, that would have a schedule listing material adverse effect on the use or occupancy of the Property or the operation of the Company's business as currently conducted thereon. (j) Transnation Title shall be ready and willing to issue to the Company a standard ALTA Owner's title policy in the amount of the purchase price, insuring the Company's title to all of Seller’s bondsWater Facilities, letters of creditSewer Facilities, surety instruments and other similar items land used in connection therewith, subject only to exceptions that are satisfactory to Purchaser in its reasonable discretion (and in any case subject to no deeds of trust, mortgages, mechanics liens, or other liens for security purposes other than liens for non-delinquent property taxes). Such policy shall also be in form and substance satisfactory to Purchaser in its reasonable discretion and shall include such coverages and endorsements as Purchaser may reasonably request. The foregoing notwithstanding, if Transnation Title for any reason is not ready and willing to issue the title policy described above, this condition may be satisfied by OPG's delivery of an instrument warranting to Purchaser and the Company that the Company owns good and marketable fee title to all real property (including buildings, improvements and structures) constituting the Water Facilities and the Sewer Facilities, other than for specified Xxxxx and Reservoirs owned pursuant to easement rights, subject to (i) no liens or encumbrances for debt or monetary security other than non-delinquent taxes, (ii) no easements, use rights or other encumbrances adversely affecting the use, operation or maintenance of such real property (or any buildings, improvements, structures or facilities thereon), and (iii) with respect to specified Xxxxx and Reservoirs, the subdivision problem described in Section 3.4.6, provided, however, that OPG shall cooperate with the Assets in accordance with 2.03(b)Purchaser to cure the subdivision problem at Closing.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by effect the Closing are, are further subject to the satisfaction or waiver at or prior to the option Closing of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) All consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated, in each case without the imposition of a Purchaser Burdensome Condition. (b) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement, and no proceeding initiated by any Governmental Authority or other Person seeking an injunction against the transactions contemplated by this Agreement shall be pending. (c) The Fundamental Representations made by Seller in this Agreement shall be true and correct in all respects as of the Closing Date as if made on that date (except that representations or warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date and time). The representations and warranties made by Seller in this Agreement that are not qualified by (other than any Fundamental Representations and without giving effect to any limitation set forth therein as to materiality or Business Material Adverse Effect Effect, as applicable) shall be true, complete true and accurate in all material respects, correct as of the Closing Date as though made on the Closing Date (except that representations or warranties that expressly relate to an earlier date need only be true and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respects, in each case, correct on and as of such earlier date), in each case except for breaches as to matters that, individually or in the Closing Date. aggregate, have not had, and would not reasonably be expected to have, a Business Material Adverse Effect. (d) Seller shall also have performed or and complied in all material respects with all of its the agreements, covenants and obligations under required by this Agreement, which are Agreement to be so performed or complied with by it prior to Seller at or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive before the Closing. (ce) There shall not be in existence on Purchaser will have received a certificate, dated the Closing Date (i) any Legal Requirementand duly executed by an authorized officer of Seller, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and no such consent, authorization or approval shall (d) have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurredfulfilled. (f) Purchaser All consents or approvals required of Seller and listed in Section 6.1(f) of the Seller Disclosure Schedule other than the consents and approvals contemplated by Section 6.2(a) shall have received an executed Operations Agreement (the "Operations Agreement") substantially been obtained and shall remain in the form attached hereto as Exhibit I full force and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.effect. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified The Statutory Surplus as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to PurchaserClosing Date is greater than $3,500,000. (h) At least 10 days prior to Closing, Purchaser Seller shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with made the Assets in accordance with 2.03(b)deliveries required under Section 2.4.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by consummate the transactions contemplated hereby are subject to the fulfillment of all of the following conditions on or prior to the Closing are, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth below:Date. (a) The representations Each and warranties every representation and warranty made by Seller contained in this Agreement that are not qualified and in any certificate or other writing delivered by materiality or Material Adverse Effect Seller pursuant hereto shall be true, complete and accurate true in all material respects, respects as of the date when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete and accurate true in all respects, in each case, on material respects at and as of the Closing Date. Seller shall also have performed or complied in all material respects with all Date as if originally made on and as of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser Seller shall have received a certificate of effectively assigned the Assigned Contracts (including obtaining all necessary consents). For each contract assigned under this provision, Seller executed by an officer of the Seller and dated as of shall deliver to Purchaser at the Closing to an assignment agreement in such form and substance as shall be mutually agreed by the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closingparties. (c) There shall not All obligations of Seller to be in existence performed hereunder on or before the Closing Date shall have been performed in all material respects. (d) No action shall be threatened or pending before any court or governmental agency as of the Closing Date the probable outcome of which would result in (i) any Legal Requirement, the restraint or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by prohibition of the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated herebyhereby or (ii) the restraint or prohibition of, (x) prohibitor interference with, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use the effective operation of the Assets taken as a whole, (y) compel enjoyment by Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revokedBusiness. (e) Since On the date hereofClosing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided and no suit, action, investigation, inquiry or other legal or administrative proceeding by any governmental body or other Person shall have been instituted or threatened which questions of validity or legality of the transactions contemplated hereby or which if successfully asserted might otherwise have a Material Adverse Effect shall have occurred. Effect. "Material Adverse Effect" means an effect that is materially adverse (fi) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under properties, business, operations, earnings, assets, liabilities or financial condition, or prospects of the Related AgreementsBusiness taken as a whole, (ii) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority ability of Seller to enter into perform its obligations under this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and or (iii) Certificate the enforceability of the Secretary of Seller in form reasonably satisfactory to Purchaserthis Agreement. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).

Conditions to Purchaser’s Obligations. The obligations of Purchaser Purchaser's obligation to be performed by purchase the Closing areShares is subject to the fulfillment, prior to or at the option Closing, of the following additional conditions, unless waived in writing by Purchaser, subject to satisfaction of each of the conditions set forth below: (a) The All representations and warranties of Seller contained herein shall have been true and correct when made by Seller in this Agreement that are not qualified by materiality or Material Adverse Effect and all such representations and warranties shall also be true, complete true and accurate correct in all material respects, and those that are qualified by materiality respects (or Material Adverse Effect shall be true, complete and accurate in all respects, respects in each case, on the case of any representation or warranty containing any materiality qualification of any kind) at and as of the Closing Date. Seller shall also have performed or complied in all material respects Date except as affected by actions taken after the date hereof with all the prior written consent of its obligations under this AgreementPurchaser, and except for representations and warranties made as of a specified date, which are to shall be performed or complied with by it prior to or on the Closing Datetrue and correct as of such specified date. (b) Purchaser Seller or the Company, as appropriate, shall have received a certificate of Seller executed performed and complied with all agreements, covenants and conditions required by an officer of the Seller this Agreement to be performed and dated as of the Closing complied with by them prior to the effect that the statements in Section 8.03(a) are true or at and as of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There Seller shall not be in existence on have delivered to Purchaser an officer's certificate signed by a Responsible Officer of Seller dated the Closing Date Date, to the effect that the conditions set forth in subsections (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authoritya), (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authorityb), (iiie) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or and (ivf) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or this Section 4.2 have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assetsbeen satisfied. (d) Purchaser Each director and officer of the Company shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization submitted his or approval shall have been revokedher resignation effective as of the Closing. (e) Since the date hereof, no Material Adverse Effect All Affiliate Agreements and Contracts identified in writing by Purchaser for such purpose shall have occurredbeen terminated in accordance with the terms of this Agreement without any condition or term adverse to the Company. (f) Purchaser There shall not have received an executed Operations Agreement (the "Operations Agreement") substantially occurred any condition which individually or in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (aggregate would have or reasonably be expected to the extent required under the Related Agreements) result in a material adverse effect on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate business, financial condition, or results of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.operations of Seller. (g) Purchaser shall have received the following documents relating Guarantee of Great American Insurance Company as to the existence of Seller and the authority of Seller to enter into transactions provided for by this Agreement, all the Reinsurance Agreement and the Trust Account Agreement in the form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified annexed hereto as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).Exhibit D.

Conditions to Purchaser’s Obligations. The obligations of Purchaser to be performed by effect the Closing are, are further subject to the satisfaction or waiver at or prior to the option Closing of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) All consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated, in each case without the imposition of a Purchaser Burdensome Condition. (b) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and no proceeding initiated by any Governmental Authority or other Person seeking an injunction against the transactions contemplated by this Agreement or the other Transaction Documents shall be pending. (c) The representations and or warranties made by Seller the Stockholders in this Agreement, including any Updated Schedules permitted pursuant to Section 5.4(c), shall be (i) true and correct in all respects (in the case of any representations or warranties made by the Stockholders in this Agreement that are not is qualified by as to materiality or Business Material Adverse Effect shall be trueEffect, complete as applicable) and accurate (ii) true and correct in all material respects, and those respects (in the case of any representations or warranties made by the Stockholders in this Agreement that are is not qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all respectsas to materiality), in each case, on any case at and as of the Closing Date. Seller Date as though made on the Closing Date (except that representations or warranties that expressly relate to an earlier date need only be true and correct on and as of such earlier date). (d) The Stockholders shall also have performed or and complied in all material respects with all of its the agreements, covenants and obligations under required by this Agreement, which are Agreement to be so performed or complied with by it prior to the Stockholders at or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive before the Closing. (ce) There shall not be in existence on Purchaser will have received a certificate, dated the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authority, (ii) any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case and in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions specified in Sections 6.1(c) and no such consent, authorization or approval shall (d) have been revoked. (e) Since the date hereof, no Material Adverse Effect shall have occurredfulfilled. (f) Purchaser All consents or approvals required of the Stockholders and listed in Section 6.1(f) of the Stockholders Disclosure Schedule other than the consents and approvals contemplated by Section 6.2(a) shall have received an executed Operations Agreement (the "Operations Agreement") substantially been obtained and shall remain in the form attached hereto as Exhibit I full force and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.effect. (g) Purchaser Since the Interim Balance Sheet Date, no event occurrence, fact, circumstance, condition, effect or change shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of occurred that has had a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to PurchaserBusiness Material Adverse Effect. (h) At least 10 days prior to Closing, Purchaser The Stockholders shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with made the Assets in accordance with 2.03(b)deliveries required under Section 2.4.

Conditions to Purchaser’s Obligations. The obligations obligation of Purchaser to be performed by consummate the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing areDate, upon the non-fulfillment of any of which this Agreement may, at Purchaser's option, be terminated pursuant to and with the option of the Purchaser, subject to satisfaction of each of the conditions effect set forth belowin Article X: (a) The representations Each and warranties every representation and warranty made by Seller in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete have been true and accurate correct in all material respects, respects when made and those that are qualified by materiality or Material Adverse Effect shall be true, complete true and accurate correct in all respects, in each case, material respects as if originally made on and as of the Closing Date. Seller shall also have performed or complied in all material respects with all of its obligations under this Agreement, which are to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser All obligations of Seller to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Seller would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have received a certificate of Seller executed by an officer of the Seller and dated as of the Closing to the effect that the statements in Section 8.03(a) are true at and as of Closing with respect to representations, warranties and covenants that are to survive the Closingbeen performed. (c) There No suit or proceeding shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling have been commenced by any court or Governmental Authority, (ii) governmental authority on any threat thereof by any Governmental Authority which is evidenced by a writing by the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, grounds to restrain, make illegal enjoin or prohibit hinder the consummation of the transactions transaction contemplated hereby, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser Seller shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization Licenses necessary for the operation of the Center or approval shall have been revokedthe conduct of Business. (e) Since the date hereof, no Material Adverse Effect NJDOH shall have occurredapproved in writing Purchaser as license-holder for the Center and Purchaser. (f) Purchaser Seller shall have received an executed Operations Agreement (obtained all of the "Operations Agreement") substantially Consents specified in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H.paragraph 5.1(b); and (g) Purchaser shall have received completed its offering of limited liability company ownership interests pursuant to certain offering documents (the following documents relating to "Offering") for at least the existence Minimum Number of Seller Units (as defined in the Offering) and the authority Offering shall not have been terminated by Purchaser before the sale of Seller to enter into this Agreementany Units thereunder, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days for any reason prior to Closing, Purchaser shall have received a schedule listing all completion of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b)Closing hereunder.

Conditions to Purchaser’s Obligations. The obligations Each and every obligation of Purchaser under this Agreement to be performed by on or before the closing shall be subject to the satisfaction, on or before the Closing areDate, at the option of the Purchaser, subject to satisfaction of each of the conditions set forth belowfollowing conditions: (a) a. The representations and warranties made by Seller of Purchaser contained in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true, complete and accurate in all material respects, and those that are qualified by materiality or Material Adverse Effect shall be true, complete respects true and accurate in all respects, in each case, on as of the date when made and at and as of the Closing Date. Seller . b. Purchaser shall also have performed or and complied in all material respects with all of its obligations under each and every covenant, agreement and condition required by this Agreement, which are Agreement to be performed or complied with by it prior to or on the Closing Date. (b) Purchaser shall have received a certificate of Seller executed by an officer of the Seller and dated c. Except as of the Closing to the effect that the statements provided in Section 8.03(a) are true at and as 7b, no order of Closing with respect to representations, warranties and covenants that are to survive the Closing. (c) There shall not be in existence on the Closing Date (i) any Legal Requirement, or order, decree or ruling by any court or Governmental Authorityadministrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby. No suit, (ii) any threat thereof action, investigation, inquiry or proceeding by any Governmental Authority governmental body or other person, or legal or administrative proceeding shall have been instituted or threatened that questions the validity or legality of the transactions contemplated hereby or seeks to impose any liability on Purchaser as a result of the transactions contemplated hereby. d. All approvals of any private person, and all approvals or the absence of disapprovals within applicable time periods, from public authorities, federal, state, foreign or local (or exemptions from the requirements therefor), the granting or absence of which is evidenced by a writing by necessary for the threatening Governmental Authority, (iii) except as disclosed in Schedule 4.01(d), any threat thereof by any other Person which is evidenced by a writing by the threatening Person, or (iv) any instituted or pending action or proceeding which, in any case, would (w) enjoin, restrain, make illegal or prohibit consummation of the transactions contemplated herebyby this Agreement, (x) prohibit, render illegal or have a Material Adverse Effect upon Purchaser’s proposed ownership or use of the Assets taken as a whole, (y) compel Purchaser or any of its Affiliates to dispose of all or any material portion of the Assets or the assets of Purchaser or any of its Affiliates or (z) seek to require divestiture by Purchaser or any of its Affiliates of any Assets. (d) Purchaser shall have received all Required Consents in each case in form and substance reasonably satisfactory to Purchaser, and no such consent, authorization or approval shall have been revokedobtained. (e) Since e. On the date hereofClosing Date, there shall be no Material Adverse Effect shall have occurredeffective injunction, writ or temporary restraining order or any order of any nature issued by a court or governmental agency or competent jurisdiction directing the transactions provided for herein not be consummated as herein provided. (f) Purchaser shall have received an executed Operations Agreement (the "Operations Agreement") substantially in the form attached hereto as Exhibit I and Gas Gathering Agreement (the "Gas Gathering Agreement") providing for gathering of Related Agreements gas (to the extent required under the Related Agreements) on the Fort Union Gas Gathering facilities from Belle Creek to Glenrock at a rate of fourteen (14) cents per Mcf, substantially in the form attached hereto as Exhibit H. (g) Purchaser shall have received the following documents relating to the existence of Seller and the authority of Seller to enter into this Agreement, all in form and substance reasonably satisfactory to Purchaser: (i) Articles of Organization of Seller (with all amendments thereto), certified as of a recent date by an appropriate official of the State of Delaware; (ii) Certificate dated as of a recent date by an appropriate official of the State of Delaware listing and attaching all organization documents maintained by the state and as to the good standing and tax status of Seller; and (iii) Certificate of the Secretary of Seller in form reasonably satisfactory to Purchaser. (h) At least 10 days prior to Closing, Purchaser shall have received a schedule listing all of Seller’s bonds, letters of credit, surety instruments and other similar items in connection with the Assets in accordance with 2.03(b).