Common use of Conditions to the Obligations of the Purchasers Clause in Contracts

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the JEH Parties contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date and addressed to the Purchasers, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Company SEC Documents. (c) Subsequent to the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the Closing Date, the JEH Parties shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably request. (f) The transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.

Conditions to the Obligations of the Purchasers. The obligations obligation of each Purchaser to effect the Purchasers Sale and to purchase consummate the Securities other Contemplated Transactions shall be subject to the accuracy of the representations and warranties of the JEH Parties contained herein satisfaction or waiver (as of the date hereof and permitted by applicable Law), at or prior to the Closing Date, to the accuracy of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers Seller Parties shall have requested made the deliveries required pursuant to Section 2.11(b) and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date and addressed to the Purchasers, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex C heretoSection 2.11(g). (b) The Issuers Seller Parties shall have furnished to the Purchasers a certificate performed in all material respects all of each of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part their respective obligations hereunder required to be performed or satisfied hereunder at by them on or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Company SEC Documents. (c) Subsequent to the date hereof, there shall not have been any change, or any development involving a prospective change, The representations and warranties set forth in or affecting the condition Section 4.3 (financial or otherwiseCapital Structure), prospectsSection 4.4 (Authority), earnings, business or properties Section 4.21 (Vote Required) and Section 4.22 (Brokers; Fees) shall be true and correct in all but de minimis respects at and as of the JEH Parties Effective Date and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the SecuritiesClosing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (d) The Securities Each of the other representations and warranties of the Seller Parties contained in Article 4 of this Agreement, without giving effect to materiality, Target Company Material Adverse Effect or other similar qualifications, shall be eligible for clearance true and settlement through The Depository Trust Companycorrect at and as of the Effective Date and at and as of the Closing as if made at and as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct have not and would not reasonably be expected to, individually or in the aggregate, have a Target Company Material Adverse Effect. (e) Prior The representations and warranties set forth in Article 5 with respect to the Jersey Trust shall be true and correct in all respects at and as of the Effective Date and as of the Closing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (f) No Target Company Material Adverse Effect shall have occurred since the Effective Date and be continuing on the Closing Date. (g) The Company shall have provided evidence reasonably satisfactory to the Purchasers that, effective as of the Closing Date, each Management Agreement has been terminated. (h) The Purchasers shall have obtained the New Forest Service Permits and Ground Lease Approvals in form and substance reasonably satisfactory to such Purchasers (it being agreed that if the foregoing condition has not been satisfied as of the Closing Date, and the Parties have nevertheless complied with their respective obligations under Section 8.7(g), then none of the Parties shall be subject to any liability or damages resulting from, or arising out of, the failure of such condition). (i) The Company shall have delivered to the Purchasers executed copies of the Debt Pay-off Letters and shall have paid or caused to be paid the Indebtedness Amount at the Closing (including by way of delivery of an irrevocable direction letter that the Ski Purchaser Closing Cash Consideration, the Canadian Purchaser Closing Consideration and/or the Attractions Purchaser Closing Cash Consideration shall be delivered to the applicable creditors). (j) Before the Closing Date, the JEH Parties Director under the Investment Canada Act (Canada) (the “ICA”) shall have furnished sent a receipt to the Purchasers such further information, certificates and documents as Ski Purchaser under the Purchasers may reasonably request. (f) The ICA advising that the transactions contemplated by the Purchase this Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLCare not reviewable, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 Minister under the ICA shall not have been fulfilled when and as provided in this Agreement, or if any sent to the Ski Purchaser a notice under subsection 25.2(1) of the opinions ICA within the prescribed period thereunder and certificates mentioned above or elsewhere the Governor in Council shall not have made an order under subsection 25.3(1) of the ICA in relation to the transactions contemplated by this Agreement or, if such a notice has been sent or such an order has been made, the Ski Purchaser shall have subsequently received (i) a notice under paragraph 25.2(4)(a) of the ICA indicating that a review of the transaction on grounds of national security will not be made, (ii) a notice under paragraph 25.3(6)(b) of the ICA indicating that no further action will be taken in respect of the transaction or (iii) a copy of an order under paragraph 25.4(1)(b) of the ICA authorizing the transaction, provided that order is on terms and conditions reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing DateSki Purchaser.

Conditions to the Obligations of the Purchasers. The obligations obligation of the Purchasers to purchase proceed with the Securities shall be Closing contemplated hereby is subject to the accuracy satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, by SHLX: (a) The representations and warranties of the Sellers set forth in (i) this Agreement ( other than the representations and warranties of the JEH Parties contained herein Sellers set forth in Sections 3.1, 3.2, and 3.12) shall be true and correct (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.6(a)) as of the date hereof of this Agreement and the Closing Date, to the accuracy of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated on the Closing Date and addressed to as if made on such date, or in the Purchasers, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate case of each of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties that are made as of the JEH Parties in this Agreement are a specified date, such representations and warranties shall be true and correct on (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.6(a)) as of such specified date, except to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Seller Material Adverse Effect, and (ii) Sections 3.1, 3.2, and 3.12 shall be true and correct in all respects. The Sellers each shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Seller by the time of the Closing. The Sellers shall each have delivered to SHLX a certificate, dated as of the Closing Date with the same effect as if made on the Closing Date, and each signed by an authorized signatory of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part to be performed Seller, or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to Seller’s general partner if applicable, confirming the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as foregoing matters set forth in or contemplated in the Company SEC Documents. this Section 7.1(a) (c) Subsequent to the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of businessrespectively, the effect of which is so material “SPLC Closing Certificate,” the “GOM Closing Certificate,” and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the “Shell Chemical Closing Date, the JEH Parties shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably request. (f) The transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewithCertificate”). If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.26

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase the New Securities shall be subject to the accuracy of the representations and warranties on the part of the JEH Parties Company contained herein as of the date hereof Execution Time and the Closing Date, to the accuracy of the statements of the JEH Parties Company made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties Company of their respective its obligations hereunder and to the following additional conditions: (a) The Issuers If filing of the Prospectus Supplement, or any supplement thereto, is required pursuant to the Act, the Prospectus Supplement, and any such supplement, will be filed in the manner and within the time period required by the Act; and no stop order suspending the effectiveness of the Registration Statement shall have requested been issued and caused Xxxxx Xxxxx L.L.P., counsel no proceedings for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date and addressed to the Purchasers, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex C heretothat purpose shall have been instituted or threatened. (b) The Issuers Company shall have furnished to the Purchasers a certificate Representatives the opinion of each of the JEH PartiesXxxxxx X. XxXxxxxx, signed by (x) the Chairman of the BoardEsq., the President or Chief Executive Officer Corporate Counsel and (y) the principal financial or accounting officer of Secretary for the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties Company and its subsidiaries has complied been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with all full corporate power and authority to own its properties and conduct its business as described in the agreements Prospectus and satisfied all Prospectus Supplement, and is duly qualified to do business as a foreign corporation and is in good standing under the conditions on laws of each jurisdiction in which its part ownership or leasing of its material properties or its conduct of its material business makes such qualification necessary, except to the extent the failure, individually or in the aggregate, to be performed so qualified or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no in good standing could have a material adverse change in effect on the condition (financial or otherwiseother), prospects, earnings, business or properties of the JEH Parties Company and their respective its subsidiaries, taken as a whole; (ii) all the outstanding shares of capital stock of the subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, whether or not arising from transactions and, except as otherwise set forth in the ordinary course Prospectus and Prospectus Supplement, all outstanding shares of businesscapital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, except to the knowledge of such counsel, any other security interests, claims, liens or encumbrances; (iii) the Company's authorized equity capitalization is as set forth in or contemplated the Prospectus and Prospectus Supplement; the capital stock of the Company conforms to the description thereof contained in the Company SEC Documents.Prospectus and Prospectus Supplement; all of the outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of or subject to any preemptive or other rights to subscribe for the capital stock; (civ) Subsequent the Indenture has been duly authorized, executed and delivered, has been duly qualified under the TIA, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the date hereof, there shall not New Securities have been any changeduly authorized and, or any development involving a prospective change, when executed and authenticated in or affecting accordance with the condition (financial or otherwise), prospects, earnings, business or properties provisions of the JEH Parties Indenture and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material delivered to and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible paid for clearance and settlement through The Depository Trust Company. (e) Prior to the Closing Date, the JEH Parties shall have furnished to by the Purchasers such further information, certificates and documents as the Purchasers may reasonably request. (f) The transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in pur suant to this Agreement, or if any of the opinions will constitute legal, valid and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all binding obligations of the Purchasers hereunder Company en titled to the benefits of the Indenture(subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, morato rium or other laws affecting creditors' rights generally from time to ime in effect); (v) the shares of Common Stock of the Company initially issuable on conversion of the New Securities have been duly authorized by the Company, and, when issued on such conversion (assuming a conversion price in excess of the par value of the shares of Common Stock) in accor dance with the Certificate of Amendment relating thereto will be duly authorized, validly issued, fully paid and nonassessable; the shares of Common Stock initially issuable upon conversion of the New Securities at the initial conversion price or rate, as the case may be, have been duly reserved for issuance upon such conversion and are sufficient in number for the conversion of all of the New Securities at the initial conversion price or rate, as the case may be cancelled at, or at (prior to any time prior to, adjustments in such rate pursuant to the Closing Date by terms thereof); (vi) to the Purchasers. Notice best knowledge of such cancellation shall be given to counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuers in writing Company or by telephone or facsimile confirmed in writing. The documents any of its subsidiaries of a character required to be delivered by this Section 6 will disclosed in the Registration Statement which is not adequately disclosed in the Prospectus and Prospectus Supplement, and there is no contract, agreement, lease, instrument, license or other document of a character required to be delivered at described in the office of Xxxxxx & Xxxxxxx LLPRegistration Statement or the Prospectus and Prospectus Supplement, counsel for or to be filed as an exhibit, which is not described or filed as required; and the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn statements in the Closing Date.Prospectus and Prospectus Supplement under the headings[*] fairly summarize the matters therein described;

Conditions to the Obligations of the Purchasers. The obligations of each of the Purchasers to purchase the Securities fulfill its obligations under Section 2.1 hereof shall be subject to the accuracy satisfaction or waiver prior to the Closing of the following conditions: (a) Each of the representations and warranties of the JEH Parties Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and the Closing Date, to the accuracy as of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and addressed agreements contained in this Agreement to be performed prior to the Purchasers, in form Closing; and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, Purchasers shall have received a certificate signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that:foregoing effect. (ib) The Company shall have delivered to each Purchaser a Senior Note, certificate evidencing Series A Preferred Stock and a Warrant, in each case registered in the representations and warranties name of the JEH Parties Purchaser, sufficient to evidence the Securities in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part Units to be performed or satisfied hereunder at or prior to issued and sold by the Closing Date; and (ii) since Company and purchased by the date of the most recent financial statements provided to the PurchasersPurchaser, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated on Exhibit A hereto, against payment therefor to the Company in the Company SEC Documentsamount of $500,000 per Unit (subject to pro rata adjustment in the case of any Fractional Unit). (c) Subsequent Each Purchaser shall have received such written confirmations from the OTS as may be reasonably determined by it to be necessary to ensure that upon consummation of the transactions contemplated by Section 2.1 hereof it will not be deemed to be in control of the Company or subject to a rebuttable presumption of control of the Company under the HOLA and 12 C.F.R. Part 574, and no such confirmation shall include any condition or requirement that, individually or in the aggregate, would reduce the benefits of the transactions contemplated by this Agreement in so significant a manner that the party, in its judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities Company shall be eligible have delivered to each Purchaser a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the following effect: (i) at November 30, 1995, the Company had not less than $23,500,000 of consolidated shareholders' equity under generally accepted accounting principles; (ii) at November 30, 1995, the Company's consolidated general allowance for clearance loan losses and settlement through The Depository Trust consolidated general allowance for losses on Real Estate Owned (x) amounted to not less than $12,500,000 in the aggregate and (y) complied with any applicable requirement of the OTS, including without limitation the requirements set forth in a letter, dated October 5, 1995, from Timothy J. Layne, Assistant Regional Director of the OTS, to Xxxxx A. Braly; (iii) from August 1, 0000 xx Xxxxxber 30, 1995, the Company received not less than $14,000,000 of net proceeds from the sale of Real Estate Owned (other than apartment buildings), which sales in each case have been recorded by the Company as such under generally accepted accounting principles; (iv) at November 30, 1995, the Company's consolidated Non-performing Assets amounted to not more than $50,600,000; and (v) to the best of the knowledge and belief of each such officer, no event has occurred subsequent to November 30, 1995 which would make the statements in clauses (i)-(iv) above inaccurate. (e) Prior Unless waived by the Purchasers in accordance with Section 6.3(a) hereof, either (i) the Company's issuance of the Warrants included in the Units to be sold pursuant to this Agreement shall have been approved by the requisite vote of the holders of the Common Stock pursuant to Section 6(i)(1)(D) of Part III to Schedule D of the Bylaws of the NASD or (ii) the Company shall have obtained an exemption from such requirement to obtain shareholder approval upon application to the Closing Date, NASD and mailed to all shareholders of the JEH Parties shall have furnished Company the notice referred to in Section 6(i)(1)(e) of Part III to Schedule D of the Purchasers such further information, certificates and documents as Bylaws of the Purchasers may reasonably requestNASD. (f) The Members of Management shall have agreed, by their execution of this Agreement, to purchase in the aggregate not less than 5% of the aggregate Units to be sold by the Company pursuant to this Agreement. (g) Each Purchaser shall have received, in form and substance reasonably satisfactory to it, an opinion, addressed to the Purchasers and dated the Closing Date, of Mayer, Brown & Platt, counsel for the Company and the Baxx, xitx xxxpecx xx the matters set forth in Exhibit H hereto. (h) No party to this Agreement (other than the relevant Purchaser) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (i) Each Purchaser shall have received such other certificates, opinions, documents and instruments related to the transactions contemplated hereby as may have been reasonably required by it and are customary for transactions of this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers it and their its counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers Purchaser(s) to purchase the Securities shall any Notes will be subject to the accuracy of the representations and warranties on the part of the JEH Parties contained Company herein as of the date hereof of any related Terms Agreement and as of the Closing Date, to the accuracy of the statements of the JEH Parties made in any certificates pursuant to the provisions hereofDate for such Notes, to the performance and observance by the JEH Parties Company of their respective obligations hereunder all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditionsconditions precedent: (a) The Issuers No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have requested been issued and caused Xxxxx Xxxxx L.L.P., counsel no proceedings for the Issuers, to furnish that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the Purchasers its opinionextent modified by such Terms Agreement, the Purchaser(s) shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date and addressed to the Purchasers, in form and substance satisfactory to the PurchasersDate, to the effect set forth in Annex C hereto. Section 5(d), (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, signed by (xii) the Chairman opinion of the BoardSidley & Austin, the President or Chief Executive Officer and (y) the principal financial or accounting officer of counsel for the Company, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: set forth in Section 5(b), (iiii) the representations and warranties opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the JEH Parties in this Agreement are true and correct on and Purchaser(s), dated as of the Closing Date with Date, to the same effect set forth in Section 5(c), and (iv) a letter of Price Waterhouse, independent accountants for the Company, dated as if made on of the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as effect set forth in or contemplated in the Company SEC DocumentsSection 5(e). (c) Subsequent to the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the Closing Date, the JEH Parties Company shall have furnished to the Purchasers Purchaser(s) such further information, certificates and documents as the Purchasers Purchaser(s) may reasonably request. (f) The transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchasers Purchaser(s) and their its counsel, this such Terms Agreement and all obligations of the Purchasers hereunder Purchaser(s) thereunder and with respect to the Notes subject thereto may be cancelled canceled at, or at any time prior to, the respective Closing Date by the PurchasersPurchaser(s). Notice of such cancellation shall be given to the Issuers Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.

Conditions to the Obligations of the Purchasers. The obligations obligation of the Purchasers to purchase proceed with the Securities shall be Closing contemplated hereby is subject to the accuracy satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, by SHLX: (a) The representations and warranties of the Sellers set forth in (i) this Agreement ( other than the representations and warranties of the JEH Parties contained herein Sellers set forth in Sections 3.1, 3.2, and 3.12) shall be true and correct (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.6(a)) as of the date hereof of this Agreement and on the Closing DateDate as if made on such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.6(a)) as of such specified date, except to the accuracy extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Seller Material Adverse Effect, and (ii) Sections 3.1, 3.2, and 3.12 shall be true and correct in all respects. The Sellers each shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Seller by the time of the statements of the JEH Parties made in any certificates pursuant Closing. The Sellers shall each have delivered to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinionSHLX a certificate, dated as of the Closing Date and addressed to signed by an authorized signatory of the PurchasersSeller, in form and substance satisfactory to or of the PurchasersSeller’s general partner if applicable, to confirming the effect foregoing matters set forth in Annex C heretothis Section 7.1(a) (respectively, the “SPLC Closing Certificate,” the “GOM Closing Certificate,” and the “Shell Chemical Closing Certificate”). (b) The Issuers shall have furnished to Except as otherwise provided in Section 5.3 and Section 5.5, all necessary filings with and consents, approvals, licenses, permits, orders and authorizations of any Governmental Authority required for the Purchasers a certificate of each consummation of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties transactions contemplated in this Agreement are true (including any required by the HSR Act, if applicable) shall have been made and correct on obtained, and as all waiting periods with respect to filings made with Governmental Authorities in contemplation of the Closing Date with the same effect as if made on the Closing Date, and each consummation of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part to be performed transactions described herein shall have expired or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Company SEC Documentsterminated. (c) Subsequent Except as otherwise provided in Section 5.3, all necessary consents of any Person not a party hereto, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, including any consents set forth on Section 7.1(c) of the Disclosure Letter. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to recover damages in connection herewith. (e) Since the date hereofof this Agreement, there shall not have been any change, or any development involving occurred a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the Closing Date, the JEH Parties shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably requestSeller Material Adverse Effect. (f) The transactions contemplated by the Purchase Agreement dated as Sellers or their respective designees shall have delivered, or caused to be delivered, to SHLX all of the date hereof among Xxxxx Energy Finance Inc. documents, certificates and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents other instruments required to be delivered by this under, and otherwise complied with the applicable provisions of, Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date2.3.

Conditions to the Obligations of the Purchasers. The obligations of each of the Purchasers to purchase the Securities fulfill its obligations under Section 2.1 hereof shall be subject to the accuracy satisfaction or waiver prior to the Closing of the following conditions: (a) Each of the representations and warranties of the JEH Parties Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and the Closing Date, to the accuracy as of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and addressed agreements contained in this Agreement to be performed prior to the Purchasers, in form Closing; and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, Purchasers shall have received a certificate signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that:foregoing effect. (ib) The Company shall have delivered to each Purchaser a Senior Note, certificate evidencing Series A Preferred Stock and a Warrant, in each case registered in the representations and warranties name of the JEH Parties Purchaser, sufficient to evidence the Securities in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part Units to be performed or satisfied hereunder at or prior to issued and sold by the Closing Date; and (ii) since Company and purchased by the date of the most recent financial statements provided to the PurchasersPurchaser, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated on Exhibit A hereto, against payment therefor to the Company in the Company SEC Documentsamount of $500,000 per Unit (subject to pro rata adjustment in the case of any Fractional Unit). (c) Subsequent Each Purchaser shall have received such written confirmations from the OTS as may be reasonably determined by it to be necessary to ensure that upon consummation of the transactions contemplated by Section 2.1 hereof it will not be deemed to be in control of the Company or subject to a rebuttable presumption of control of the Company under the HOLA and 12 C.F.R. Part 574, and no such confirmation shall include any condition or requirement that, individually or in the aggregate, would reduce the benefits of the transactions contemplated by this Agreement in so significant a manner that the party, in its judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities Company shall be eligible have delivered to each Purchaser a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the following effect: (i) at November 30, 1995, the Company had not less than $23,500,000 of consolidated shareholders' equity under generally accepted accounting principles; (ii) at November 30, 1995, the Company's consolidated general allowance for clearance loan losses and settlement through The Depository Trust consolidated general allowance for losses on Real Estate Owned (x) amounted to not less than $12,500,000 in the aggregate and (y) complied with any applicable requirement of the OTS, including without limitation the requirements set forth in a letter, dated October 5, 1995, from Timoxxx X. Xxxxx, Xxsistant Regional Director of the OTS, to Scotx X. Xxxxx; (iii) from August 1, 1995 to November 30, 1995, the Company received not less than $14,000,000 of net proceeds from the sale of Real Estate Owned (other than apartment buildings), which sales in each case have been recorded by the Company as such under generally accepted accounting principles; (iv) at November 30, 1995, the Company's consolidated Non- performing Assets amounted to not more than $50,600,000; and (v) to the best of the knowledge and belief of each such officer, no event has occurred subsequent to November 30, 1995 which would make the statements in clauses (i)-(iv) above inaccurate. (e) Prior Unless waived by the Purchasers in accordance with Section 6.3(a) hereof, either (i) the Company's issuance of the Warrants included in the Units to be sold pursuant to this Agreement shall have been approved by the requisite vote of the holders of the Common Stock pursuant to Section 6(i)(1)(D) of Part III to Schedule D of the Bylaws of the NASD or (ii) the Company shall have obtained an exemption from such requirement to obtain shareholder approval upon application to the Closing Date, NASD and mailed to all shareholders of the JEH Parties shall have furnished Company the notice referred to in Section 6(i)(1)(e) of Part III to Schedule D of the Purchasers such further information, certificates and documents as Bylaws of the Purchasers may reasonably requestNASD. (f) The Members of Management shall have agreed, by their execution of this Agreement, to purchase in the aggregate not less than 5% of the aggregate Units to be sold by the Company pursuant to this Agreement. (g) Each Purchaser shall have received, in form and substance reasonably satisfactory to it, an opinion, addressed to the Purchasers and dated the Closing Date, of Mayex, Xxowx & Xlatx, xxunsel for the Company and the Bank, with respect to the matters set forth in Exhibit H hereto. (h) No party to this Agreement (other than the relevant Purchaser) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (i) Each Purchaser shall have received such other certificates, opinions, documents and instruments related to the transactions contemplated hereby as may have been reasonably required by it and are customary for transactions of this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers it and their its counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.

Conditions to the Obligations of the Purchasers. The obligations of each of the Purchasers to purchase the Securities fulfill its obligations under Section 2.1 hereof shall be subject to the accuracy satisfaction or waiver prior to the Closing of the following conditions: (a) Each of the representations and warranties of the JEH Parties Company contained herein in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and the Closing Date, to the accuracy as of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date as if made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and addressed agreements contained in this Agreement to be performed prior to the Purchasers, in form Closing; and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, Purchasers shall have received a certificate signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that:foregoing effect. (ib) The Company shall have delivered to each Purchaser a Senior Note, certificate evidencing Series A Preferred Stock and a Warrant, in each case registered in the representations and warranties name of the JEH Parties Purchaser, sufficient to evidence the Securities in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part Units to be performed or satisfied hereunder at or prior to issued and sold by the Closing Date; and (ii) since Company and purchased by the date of the most recent financial statements provided to the PurchasersPurchaser, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated on Exhibit A hereto, against payment therefor to the Company in the Company SEC Documentsamount of $500,000 per Unit (subject to pro rata adjustment in the case of any Fractional Unit). (c) Subsequent Each Purchaser shall have received such written confirmations from the OTS as may be reasonably determined by it to be necessary to ensure that upon consummation of the transactions contemplated by Section 2.1 hereof it will not be deemed to be in control of the Company or subject to a rebuttable presumption of control of the Company under the HOLA and 12 C.F.R. Part 574, and no such confirmation shall include any condition or requirement that, individually or in the aggregate, would reduce the benefits of the transactions contemplated by this Agreement in so significant a manner that the party, in its judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities Company shall be eligible have delivered to each Purchaser a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the following effect: (i) at November 30, 1995, the Company had not less than $23,500,000 of consolidated shareholders' equity under generally accepted accounting principles; (ii) at November 30, 1995, the Company's consolidated general allowance for clearance loan losses and settlement through The Depository Trust consolidated general allowance for losses on Real Estate Owned (x) amounted to not less than $12,500,000 in the aggregate and (y) complied with any applicable requirement of the OTS, including without limitation the requirements set forth in a letter, dated October 5, 1995, from Xxxxxxx X. Xxxxx, Assistant Regional Director of the OTS, to Xxxxx X. Xxxxx; (iii) from August 1, 1995 to November 30, 1995, the Company received not less than $14,000,000 of net proceeds from the sale of Real Estate Owned (other than apartment buildings), which sales in each case have been recorded by the Company as such under generally accepted accounting principles; (iv) at November 30, 1995, the Company's consolidated Non- performing Assets amounted to not more than $50,600,000; and (v) to the best of the knowledge and belief of each such officer, no event has occurred subsequent to November 30, 1995 which would make the statements in clauses (i)-(iv) above inaccurate. (e) Prior Unless waived by the Purchasers in accordance with Section 6.3(a) hereof, either (i) the Company's issuance of the Warrants included in the Units to be sold pursuant to this Agreement shall have been approved by the requisite vote of the holders of the Common Stock pursuant to Section 6(i)(1)(D) of Part III to Schedule D of the Bylaws of the NASD or (ii) the Company shall have obtained an exemption from such requirement to obtain shareholder approval upon application to the Closing Date, NASD and mailed to all shareholders of the JEH Parties shall have furnished Company the notice referred to in Section 6(i)(1)(e) of Part III to Schedule D of the Purchasers such further information, certificates and documents as Bylaws of the Purchasers may reasonably requestNASD. (f) The Members of Management shall have agreed, by their execution of this Agreement, to purchase in the aggregate not less than 5% of the aggregate Units to be sold by the Company pursuant to this Agreement. (g) Each Purchaser shall have received, in form and substance reasonably satisfactory to it, an opinion, addressed to the Purchasers and dated the Closing Date, of Xxxxx, Xxxxx & Xxxxx, counsel for the Company and the Bank, with respect to the matters set forth in Exhibit H hereto. (h) No party to this Agreement (other than the relevant Purchaser) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (i) Each Purchaser shall have received such other certificates, opinions, documents and instruments related to the transactions contemplated hereby as may have been reasonably required by it and are customary for transactions of this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers it and their its counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.

Conditions to the Obligations of the Purchasers. The obligations obligation of the Purchasers to purchase proceed with the Securities shall be Closing contemplated hereby is subject to the accuracy satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, by SHLX: (a) The representations and warranties of the Sellers set forth in (i) this Agreement (other than the representations and warranties of the JEH Parties contained herein Sellers set forth in Sections 3.1, 3.2, 3.16 and 3.20) shall be true and correct (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.8(a)) as of the date hereof of this Agreement and on the Closing DateDate as if made on such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct (without giving effect to any materiality standard or Seller Material Adverse Effect qualification, except with respect to Section 3.8(a)) as of such specified date, except to the accuracy extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Seller Material Adverse Effect, and (ii) Sections 3.1, 3.2, 3.16 and 3.20 shall be true and correct in all respects as of the statements date of this Agreement and on the Closing Date as if made on such date. The Sellers each shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such Seller by the time of the JEH Parties made in any certificates pursuant Closing. The Sellers shall each have delivered to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinionSHLX a certificate, dated as of the Closing Date and addressed to signed by an authorized signatory of the PurchasersSeller, in form and substance satisfactory to or of the PurchasersSeller’s general partner if applicable, to confirming the effect foregoing matters set forth in Annex C heretothis Section 7.1(a) (respectively, the “SPLC Closing Certificate,” and the “SOPUS Closing Certificate”). (b) The Issuers shall have furnished to All necessary filings with and consents, approvals, licenses, permits, orders and authorizations of any Governmental Authority required for the Purchasers a certificate of each consummation of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties transactions contemplated in this Agreement are true (including any required by the HSR Act, if applicable) shall have been made and correct on obtained, and as all waiting periods with respect to filings made with Governmental Authorities in contemplation of the Closing Date with the same effect as if made on the Closing Date, and each consummation of the JEH Parties has complied with all the agreements and satisfied all the conditions on its part to be performed transactions described herein shall have expired or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements provided to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Company SEC Documentsterminated. (c) Subsequent All necessary consents of any Person not a party hereto, other than any Governmental Authority, required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, including any consents set forth on Section 7.1(c) of the Disclosure Letter. (d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to recover damages in connection herewith. (e) Since the date hereofof this Agreement, there shall not have been any change, or any development involving occurred a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the Closing Date, the JEH Parties shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably requestSeller Material Adverse Effect. (f) The transactions contemplated by the Purchase Agreement dated as Sellers or their respective designees shall have delivered, or caused to be delivered, to SHLX all of the date hereof among Xxxxx Energy Finance Inc. documents, certificates and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents other instruments required to be delivered by this under, and otherwise complied with the applicable provisions of, Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date2.3.

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to purchase effect the Securities Initial Closing shall be further subject to the accuracy satisfaction (or waiver, if permissible under applicable Law) on or prior to the Initial Closing Date of the representations and warranties of the JEH Parties contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the JEH Parties made in any certificates pursuant to the provisions hereof, to the performance by the JEH Parties of their respective obligations hereunder and to the following additional conditions: (a) The Issuers shall have requested and caused Xxxxx Xxxxx L.L.P., counsel for the Issuers, to furnish to the Purchasers its opinion, dated the Closing Date and addressed to the Purchasers, in form and substance satisfactory to the Purchasers, to the effect set forth in Annex C hereto. (b) The Issuers shall have furnished to the Purchasers a certificate of each of the JEH Parties, signed by (x) the Chairman of the Board, the President or Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined this Agreement and that: (i) the representations and warranties of the JEH Parties Company (i) set forth in this Agreement are Sections 3.01, 3.02(a), 3.03(a), 3.08, 3.09, 3.12, 3.13, 3.14, 3.15 and 3.16 shall be true and correct on in all material respects as of the date hereof and as of the Initial Closing Date with the same effect as if though made on the Closing Date, and each as of the JEH Parties has Initial Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) set forth in this Agreement, other than in Sections 3.01, 3.02(a), 3.03(a), 3.08, 3.09, 3.12, 3.13, 3.14, 3.15 and 3.16, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the Initial Closing Date with the same effect as though made as of the date hereof and as of the Initial Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (ii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all the agreements and satisfied all the conditions on material respects its part obligations required to be complied with or performed or satisfied hereunder by it pursuant to this Agreement at or prior to the Initial Closing; (c) the Purchasers shall have received a certificate, signed on behalf of the Company by an executive officer thereof, certifying that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied; (d) the Company shall have duly adopted and filed with the DSS the Certificate of Designations, and the Certificate of Designations shall have been accepted for record by the DSS and a certified copy thereof shall have been delivered to the Purchaser; (e) the Board shall have taken all actions necessary and appropriate to elect Xxxxxxx Xxxxxxx to the Board, effective immediately upon the Initial Closing; (f) any shares of Common Stock issuable upon conversion of the Series A Preferred Stock (other than any additional shares of Series A Preferred Stock that may be issued as dividends in kind) at the Conversion Rate specified in the Certificate of Designations as in effect on the date hereof shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) The Purchasers (or their counsel) shall have received a counterpart of this Agreement and each other Transaction Document signed by each of the requisite parties thereto (which may include delivery of a signed signature page of this Agreement and each other Transaction Document by facsimile or other means of electronic transmission (e.g., “pdf”)); (h) The Purchasers shall have received a written opinion of Sidley Austin LLP (i) dated as of the Initial Closing Date, (ii) addressed to the Lead Purchasers and (iii) in form and substance reasonably satisfactory to the Lead Purchasers covering the following matters with respect to the Company: due incorporation, valid existence and good standing; due authorization, execution and delivery of the Investment Agreement and Registration Rights Agreement; no conflict with organizational documents, applicable law, the Credit Agreement and the Indenture; no governmental consent; the shares of Series A Preferred Stock are validly issued, fully paid and non-assessable; no registration; and 1940 Act compliance; (i) The Purchasers shall have received a certificate of the Secretary or Assistant Secretary or similar officer of the Company dated as of the Initial Closing Date and certifying and attaching: (i) a copy of the certificate of incorporation or other equivalent constituent and governing documents, including all amendments thereto (including, the Certificates of Designation), of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) a certificate as to the good standing of the Company as of a recent date from the Secretary of State of the State of Delaware; (iii) that attached thereto is a true and complete copy of the by-laws (or other equivalent constituent and governing documents) of the Company as in effect on the Initial Closing Date and at all times since a date prior to the date of the resolutions described in Section 6.03(i)(iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Company authorizing the execution, delivery and performance of this Agreement and each other Transaction Document dated as of the Initial Closing Date to which the Company is a party, the filing of the Certificates of Designation with the Secretary of State of the State of Delaware, the sale and purchase of the Series A Preferred Stock hereunder, the increase in the number of directors which constitute the Company’s board of directors and the election to the board of directors of the Initial Purchaser Director Designee, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Initial Closing Date; (v) as to the incumbency and specimen signature of each officer executing this Agreement, any other Transaction Document or any other document delivered in connection herewith or therewith on behalf of the Company; and (iivi) since as to the date absence of any pending proceeding for the dissolution or liquidation of the most recent financial statements provided Company or, to the Purchasers, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties knowledge of the JEH Parties Company, threatening the existence of the Company; and (j) The Lead Purchasers shall have received reimbursement for all reasonable and their respective subsidiariesdocumented out-of-pocket fees and expenses, taken as a wholeincluding reasonable travel expenses, whether or not arising from transactions incurred in connection with the ordinary course Transaction Documents (including reasonable and documented fees, charges and disbursements of businessXxxx, except as set forth in or contemplated in Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx Xxxx LLP, Ropes & Xxxx LLP, Deloitte & Touche) that have been invoiced to the Company SEC Documents. (c) Subsequent not less than three Business Days prior to the date hereof, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the JEH Parties and their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities. (d) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (e) Prior to the Initial Closing Date, up to a maximum amount of $850,000 in the JEH Parties shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably request. (f) The transactions contemplated by the Purchase Agreement dated as of the date hereof among Xxxxx Energy Finance Inc. and GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC, and Triangle Peak Partners II, LP shall have been consummated substantially concurrently herewith. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Purchasers and their counsel, this Agreement and all obligations of the Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of Xxxxxx & Xxxxxxx LLP, counsel for the Purchasers, at 880 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xn the Closing Date.aggregate;