Common use of Obligations of Purchaser at Closing Clause in Contracts

Obligations of Purchaser at Closing. At Closing, Purchaser shall ----------------------------------- deliver to Seller the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow Agreement; (b) the Promissory Notes duly executed by Purchaser; (c) the Escrow Agreement, duly executed by Purchaser; (d) the Security Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section ‎8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000i) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Cash Closing Payment in same-day funds to an account specified by Seller and Five Hundred Thousand ($500,000ii) Dollars by wire transfer to the Escrow Agent in number shares of Purchaser Common Stock constituting the Escrow AgreementStock Closing Payment; (b) A wire transfer of the Promissory Notes duly executed by Purchaser;Defect Escrow Amount in same day funds to the Defect Escrow Account as provided in Section‎3.8(e), if applicable. (c) Counterparts of the Assignment and Xxxx of Sale, duly executed and acknowledged by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Counterparts of the Deed, duly executed and acknowledged by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (f) A certificate duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Sections ‎7.1(a) and ‎7.1(b) have been fulfilled; (g) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section ‎6.6, copies of such notices; (h) Evidence of replacement of all Credit Support to the extent required pursuant to Section ‎6.6(b); (i) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (j) Joint written instructions to the Escrow Agent to disburse the Deposit (together with all earnings, interest and income thereon) to Seller; (k) A wire transfer of the Indemnity Holdback Amount in same-day funds to the Indemnity Holdback Escrow Account as provided in Section ‎8.5(a); (l) A counterpart of the Indemnity Holdback Escrow Agreement, duly executed by Purchaser; (dm) A counterpart of the Security Registration Rights Agreement, duly executed by Purchaser; (en) a certificateThe Preliminary Settlement Statement, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (jo) Evidence reasonably satisfactory to Seller of the New World Guaranty, duly executed by New Worldsatisfaction of the condition set forth in Section 7.1(e); (kp) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities A counterpart to each Restrictive Covenant Agreement, duly executed by Purchaser; (lq) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days A counterpart of the Closing DateTransition Services Agreement, duly executed by Purchaser; (mr) any and all such A counterpart of the Standstill Agreement, duly executed by Purchaser; (s) A counterpart of the Reimbursement Agreement, duly executed by Purchaser; and (t) All other instruments, documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to effectuate the terms and provisions of this Agreement, as may be reasonably requested by Seller. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, Purchaser upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, VTLE and NOG shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by VTLE and NOG shall each deliver a wire transfer of such Purchaser entity’s Purchaser Pro Rata Share of the Closing Payment in same-day funds to an account specified by Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow AgreementPreliminary Settlement Statement; (b) VTLE and NOG shall each deliver a wire transfer of such Purchaser entity’s Purchaser Pro Rata Share of the Promissory Notes duly executed by Purchaser;Defect Escrow Amount in same day funds to the Defect Escrow Account as provided in Section 3.8(e), if applicable. (c) Counterparts of the Escrow Assignment and Bill of Sale, duly executed and acknowledged by each of VTLE and NOG, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Counterparts of the Mineral Deed, duly executed and acknowledged by each of VTLE and NOG, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Counterparts of the Surface Deed, duly executed and acknowledged by VTLE, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (f) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by each of VTLE and NOG, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (g) A certificate duly executed by an authorized officer of (i) VTLE, dated as of the Closing, certifying on behalf of VTLE that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled with respect to VTLE, and (ii) NOG, dated as of the Closing, certifying on behalf of NOG that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled with respect to NOG; (h) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section 6.6, copies of such notices; (i) Evidence of replacement of all Credit Support to the extent required by such Purchaser entity pursuant to Section 6.6(b); (j) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (k) The Preliminary Settlement Statement, duly executed by each of VTLE and NOG; (l) A counterpart of the Transition Services Agreement, duly executed by Purchaser; (d) the Security Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, each of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution VTLE and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing DateNOG; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant Joint written instructions to the terms and provisions of this Agreement.Escrow Agent to retain the Deposit, together with any interest or income thereon, in the Deposit Escrow Account, which amount, after Closing, shall become the Indemnity Holdback Amount in accordance with Section 8.5(a); and (n) a certificate duly executed All other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to be delivered to Seller (or, in the case of the items specified in clauses (a) and (l) below, to Seller’s designee pursuant to Section 2.1(d), as applicable), among other things, the following: (a) One Million Nine Hundred Thousand A number of shares of ($1,900,000i) Dollars less the deposit previously paid as per Article 2A of this Agreement by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer Purchaser Common Stock equal to the Escrow Agent in Closing Common Stock and (ii) Purchaser Preferred Stock equal to the Escrow AgreementClosing Preferred Stock; (b) the Promissory Notes duly executed by Purchaser[Intentionally Omitted]; (c) Counterparts of the Escrow Assignment and Bill of Sale, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Counterparts of the Mineral Deed, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) [Intentionally omitted]; (f) [Intentionally Omitted]; (g) Assignments in the applicable form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (h) [Intentionally Omitted]; (i) [Intentionally Omitted]; (j) Evidence of replacement of all Credit Support to the extent required pursuant to Section 12.4; (k) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (l) A counterpart of the Registration Rights Agreement, duly executed by PurchaserXxxxxxxxx; (dm) The Preliminary Settlement Statement, duly executed by Xxxxxxxxx; (n) [Intentionally Omitted]; (o) [Intentionally Omitted]; (p) A counterpart of the Security Investor Agreement, duly executed by Purchaser;Xxxxxxxxx; and (eq) a certificateAll other instruments, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to effectuate the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed , as may be reasonably requested by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 7.2, Purchaser shall ----------------------------------- deliver or cause to be delivered to the Seller (or as otherwise provided herein), among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars the Closing Payment, less the deposit previously paid as per Article 2A of this Agreement Escrow Amount, by wire transfer of immediately available funds to an account specified by Seller in writing prior to Closing; (b) a certificate duly executed by an authorized corporate officer of Purchaser dated as of the Closing, certifying that the conditions set forth in Section 6.1(a) and Five Hundred Thousand 6.1(c) have been fulfilled; ($500,000c) Dollars by wire transfer to payment of the Escrow Amount to Escrow Agent in pursuant to the Escrow Agreement; (b) the Promissory Notes duly executed by Purchaser; (c) the Escrow Agreement, duly executed by Purchaser; (d) the Security Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by the secretary or any assistant secretary of Purchaser, dated as of the Closing, (i) attaching and certifying on behalf of Purchaser complete and New Worldcorrect copies of (A) the certificate of incorporation, certifying that they have no actual knowledge memorandum and articles of Seller's breach association, bylaws or other governing documents of any representation or warranty contained Purchaser, each as in effect as of the Closing and (B) the resolutions of the board of directors of Purchaser authorizing the execution, delivery, and performance by Purchaser of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or any document delivered in connection with the Closing; (e) duly executed Transition Services Agreement substantially in the form of attached hereto as Exhibit 4.2(n) attached hereto.E subject to the mutually agreed changes made by the Parties; and (of) the certificate required by Section 3.4(c)duly executed Escrow Agreement.

Obligations of Purchaser at Closing. At the Closing, Purchaser shall ----------------------------------- deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement Closing Purchase Price, by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer of immediately available funds to the Escrow Agent account designated by Seller in the Escrow AgreementPreliminary Settlement Statement; (b) four (4) originals of the Promissory Notes duly Assignment and Xxxx of Sale executed by an Authorized Officer of Purchaser and acknowledged, conveying all of Seller’s right, title and interests in and to the Properties to Purchaser; (c) four (4) originals of the Escrow Agreement, duly Assignment of Record Title Interest (plus such additional originals as are required by the BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Purchaser, and acknowledged, conveying all of Seller’s right, title and interests in and to the Properties to Purchaser; (d) four (4) originals of the Security Agreement, duly Assignment of Operating Rights (plus such additional originals as are required by the BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Purchaser, and acknowledged, assigning all of Seller’s right, title and interest in the Properties to which Seller acquired an operating rights interest in the Properties to Purchaser; (e) a certificate, dated the Closing Date, four (4) originals of the Secretary Assignment of Purchaser certifying the resolutions adopted Rights of Way (plus such additional originals as are required by the Board BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Directors Purchaser, and acknowledged, assigning all of Purchaser approving Seller’s right, title and interest in any BOEM rights of way in the execution and delivery of this Agreement and the consummation of the transactions contemplated under this AgreementProperties to Purchaser; (f) a certificateif requested by Purchaser prior to Closing, dated the Closing Date, four (4) originals of the Secretary Crude Oil Purchase Agreement executed by an Authorized Officer of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this AgreementPurchaser; (g) if requested by Purchaser prior to Closing, four (4) originals of the Natural Gas and NGL Purchase Agreement executed by an opinion Authorized Officer of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); Purchaser; (h) any and all such other documents, agreements, certificates and instruments required to be four (4) originals of the Gas Processing Agreement executed and/or delivered by an Authorized Officer of Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly four (4) originals of the Attornment Letter executed by an Authorized Officer of Purchaser; ; (j) four (4) originals of the New World Guaranty, duly Transition Services Agreement executed by New World; (k) an assumption Authorized Officer of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 9.2, Purchaser shall ----------------------------------- deliver or cause to be delivered to Seller (or such other Persons as described below), among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow Agreement; (b) the Promissory Notes duly executed by Purchaser; (c) the Escrow AgreementThe Preliminary Settlement Statement, duly executed by Purchaser; (b) A wire transfer of the Cash Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a); (c) Intentionally Omitted; (d) the Security AgreementIntentionally Omitted (e) Intentionally Omitted; (f) Conveyances, duly executed by Purchaser; (e) a certificate, dated in sufficient duplicate originals to allow, with respect to the Closing DateConveyances in the form described on Exhibit B-1, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution recording in all appropriate jurisdictions and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreementoffices; (g) an opinion of counsel for Purchaser dated the Closing DateAssignments, duly executed by Purchaser, in the form annexed hereto as Schedule 4.2(g)forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Oil and Gas Properties, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices; (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant Letters-in-lieu of transfer orders with respect to the terms Oil and provisions of this AgreementGas Properties duly executed by Purchaser in the form attached hereto as Exhibit D; (i) appropriate UCC-1 Financing Statements A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled; (j) Evidence of release or replacement of all Credit Support required pursuant to Section 7.16, and evidence of the New World Guarantyfiling by or on behalf of Purchaser of any reports or filing, duly executed and the issuance to Purchaser of an operator number by New Worldthe applicable Governmental Authorities and evidence of such other authorizations and qualifications as may be necessary for Purchaser to own the Assets; (k) an assumption of A Defect Indemnity Agreement with respect to the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities Defects duly executed by Purchaser; (l, if any, that the Parties have agreed under Section 3.2(g)(iii) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days to execute with respect to such Defects in lieu of the Closing Date; (mother remedies with respect to any Defects described in Section 3.2(g)(i) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c3.2(g)(ii).; and

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Cash Payment in same-day funds to Seller and Five Hundred Thousand ($500,000) Dollars an account specified by wire transfer to the Escrow Agent in the Escrow AgreementSeller; (b) a wire transfer of the Promissory Notes duly executed by PurchaserDefect Escrow Amount in same-day funds to the Defect Escrow Account as provided in Section 3.8(e), if applicable; (c) a wire transfer of an amount equal to Eleven Million Twenty-Nine Thousand Three Hundred Forty-Four Dollars ($11,029,344) (the “Closing Holdback”) in same-day funds to the General Escrow Account; (d) Counterparts of the Assignment, Deed and Xxxx of Sale, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (f) A certificate substantially in the form of Exhibit E duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (g) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section 6.6, copies of such notices; (h) Evidence of replacement bonds, guarantees, and letters of credit, pursuant to Section 12.4; (i) Any other forms required by any Governmental Authority relating to the assignments of the Assets; (j) Joint written instructions to the Escrow Agent to retain the Deposit, together with any interest or income thereon, in the General Escrow Account as satisfaction of the Indemnity Escrow; (k) Appropriate change of operator forms including the New Mexico Oil Conservation Division Form C-145) for the Assets operated by Seller or its Affiliates, designating Purchaser as operator of such Assets, duly executed by Seller or its applicable Affiliate. (l) A counterpart of the Registration Rights Agreement, duly executed by Purchaser; (dm) A counterpart of the Security Transition Services Agreement, executed by Purchaser; (n) Counterparts of the Lock-up Agreement(s) and Side Letter Agreement(s) delivered by Seller pursuant to Section 8.2(l); (o) The Preliminary Settlement Statement, duly executed by Purchaser; (ep) a certificateAn acknowledgement, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted duly executed by the Board Transfer Agent, stating that Purchaser has issued the shares of Directors of Purchaser approving Class A Common Stock constituting the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificateStock Consideration to Seller or, dated the Closing Dateas applicable, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, its designees in the form annexed hereto as Schedule 4.2(gamount set forth in the written notice delivered pursuant to Section 2.1(d); (hq) any and all such Evidence reasonably satisfactory to Seller of the satisfaction of the condition set forth in Section 7.1(e); and (r) All other instruments, documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to effectuate the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed , as may be reasonably requested by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Payment in same-day funds to Seller and Five Hundred Thousand ($500,000) Dollars an account specified by wire transfer to the Escrow Agent in the Escrow AgreementSeller; (b) Counterparts of the Promissory Notes Assignment and Xxxx of Sale, duly executed and acknowledged by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (c) Assignments in form required by any Governmental Authority for the Escrow Agreementassignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (d) A certificate from Purchaser substantially in the Security Agreement, form of Exhibit E duly executed by an authorized officer of Purchaser, dated as of the Closing Date, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (e) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a certificatefiling or application under Section 6.6, dated the Closing Date, copies of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreementsuch notices; (f) a certificate, dated Evidence of replacement of all Credit Support to the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreementextent required pursuant to Section 6.6(b); (g) an opinion Any other forms required by any Governmental Authority relating to the assignments of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g)Assets; (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, If necessary pursuant to Section 3.8(e), (i) Purchaser shall each execute and deliver to Defect Escrow Agent the terms Defect Escrow Agreement and provisions of this Agreement(ii) Purchaser shall deposit the Defect Escrow Amount into the Defect Escrow Account; (i) appropriate UCC-1 Financing Statements Appropriate change of operator forms (including Texas Railroad Commission Form P-4s) for the Assets operated by Seller or its Affiliates, designating Purchaser as operator of such Assets, duly executed by Purchaser;Purchaser or its applicable Affiliate; and (j) the New World GuarantyAll other instruments, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to effectuate the terms and provisions of this Agreement. , as may be reasonably requested by Seller (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in including the form of Exhibit 4.2(n) attached hereto. (o) the certificate items required by Section 3.4(c7.4 of the JDA).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of their obligations pursuant to Section 8.2, Purchaser and/or Parent, as applicable, shall ----------------------------------- deliver or cause to Seller be delivered to Sellers the following: (a) One Million Nine Hundred Thousand ($1,900,000i) Dollars a wire transfer of the Closing Cash Payment, less the deposit previously paid as per Article 2A Escrow Amount, in same-day funds to Sellers and (ii) the issuance of this Agreement the Ultimate Parent Shares (in book-entry form) to Sellers by instruction to the Ultimate Parent’s transfer agent or otherwise; (b) a wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer of the Escrow Amount in same-day funds to the Escrow Agent in pursuant to the terms of the Escrow Agreement; (bc) a certificate by an authorized corporate officer of Purchaser and Parent, dated as of the Promissory Notes Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; (d) a certificate duly executed by Purchaserthe secretary or any assistant secretary of each of Purchaser and Parent, dated as of the Closing, (i) attaching and certifying on behalf of such Party complete and correct copies of (A) the Organizational Documents of such Party, each as in effect as of the Closing, (B) the resolutions of the Board of Directors or other governing body of such Party authorizing the execution, delivery, and performance by such Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the stockholders of such Party of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of such Party the incumbency of each officer of such Party executing this Agreement or any document delivered in connection with the Closing; (ce) where notices of approval are received by Purchaser pursuant to a filing or application under Section 5.5, copies of those notices of approval; (f) evidence of replacement bonds, guarantees, and letters of credit, pursuant to Section 5.11; (g) counterparts of the Registration Rights Agreement, duly executed by Ultimate Parent; (h) counterparts of the Escrow Agreement, duly executed by Purchaser;, and the Parties shall deliver the Escrow Agreement to the Escrow Agent for execution and delivery by the Escrow Agent; and (di) counterparts of the Security AgreementAssignment of Acquired Interests, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments documentation as is reasonably required to be executed and/or delivered by transfer the Acquired Interests to Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Cash Payment in same-day funds to Seller and Five Hundred Thousand ($500,000) Dollars an account specified by wire transfer to the Escrow Agent in the Escrow AgreementSeller; (b) a wire transfer of the Promissory Notes duly executed by PurchaserDefect Escrow Amount in same-day funds to the Defect Escrow Account as provided in Section 3.8(e), if applicable; (c) a wire transfer of an amount equal to Twelve Million Four Hundred Seventy Thousand Six Hundred Fifty-Six Dollars ($12,470,656) (the “Closing Holdback”) in same-day funds to the General Escrow Account; (d) Counterparts of the Assignment, Deed and Xxxx of Sale, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (f) A certificate substantially in the form of Exhibit E duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (g) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section 6.6, copies of such notices; (h) Evidence of replacement bonds, guarantees, and letters of credit, pursuant to Section 12.4; (i) Any other forms required by any Governmental Authority relating to the assignments of the Assets; (j) Joint written instructions to the Escrow Agent to retain the Deposit, together with any interest or income thereon, in the General Escrow Account as satisfaction of the Indemnity Escrow; (k) Appropriate change of operator forms including the New Mexico Oil Conservation Division Form C-145) for the Assets operated by Seller or its Affiliates, designating Purchaser as operator of such Assets, duly executed by Seller or its applicable Affiliate. (l) A counterpart of the Registration Rights Agreement, duly executed by Purchaser; (dm) A counterpart of the Security Transition Services Agreement, executed by Purchaser; (n) Counterparts of the Lock-up Agreement(s) and Side Letter Agreement(s) delivered by Seller pursuant to Section 8.2(l); (o) The Preliminary Settlement Statement, duly executed by Purchaser; (ep) a certificateAn acknowledgement, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted duly executed by the Board Transfer Agent, stating that Purchaser has issued the shares of Directors of Purchaser approving Class A Common Stock constituting the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificateStock Consideration to Seller or, dated the Closing Dateas applicable, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, its designees in the form annexed hereto as Schedule 4.2(gamount set forth in the written notice delivered pursuant to Section 2.1(d); (hq) any and all such Evidence reasonably satisfactory to Seller of the satisfaction of the condition set forth in Section 7.1(e); and (r) All other instruments, documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to effectuate the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed , as may be reasonably requested by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to be delivered to Seller (or, in the case of the items specified in clauses (a) and (l) below, to Seller’s designee pursuant to Section 2.1(d), as applicable), among other things, the following: (a) One Million Nine Hundred Thousand A number of shares of ($1,900,000i) Dollars less the deposit previously paid as per Article 2A of this Agreement by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer Purchaser Common Stock equal to the Escrow Agent in Closing Common Stock and (ii) Purchaser Preferred Stock equal to the Escrow AgreementClosing Preferred Stock; (b) the Promissory Notes duly executed by Purchaser[Intentionally Omitted]; (c) Counterparts of each of the Escrow Assignments and Bills of Sale, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Counterparts of each of the Mineral Deeds, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Counterparts of the Surface Deed, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (f) [Intentionally Omitted]; (g) Assignments in the applicable form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (h) [Intentionally Omitted]; (i) [Intentionally Omitted]; (j) Evidence of replacement of all Credit Support to the extent required pursuant to Section 12.4; (k) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (l) A counterpart of the Registration Rights Agreement, duly executed by PurchaserXxxxxxxxx; (dm) The Preliminary Settlement Statement, duly executed by Xxxxxxxxx; (n) [Intentionally Omitted]; (o) [Intentionally Omitted]; (p) A counterpart of the Security Investor Agreement, duly executed by Purchaser;Xxxxxxxxx; and (eq) a certificateAll other instruments, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to effectuate the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed , as may be reasonably requested by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 6.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to of the Escrow Agent Closing Payment in the Escrow Agreementsame-day funds; (b) Counterparts of the Promissory Notes Conveyance, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (c) Assignments in form required by any Governmental Authority for the Escrow Agreementassignment of any Overriding Royalty Interests controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices; (d) A certificate by an authorized corporate officer of Purchaser, dated as of the Security AgreementClosing, duly executed by Purchasercertifying on behalf of Purchaser that the condition set forth in Section 5.1(a) has been fulfilled; (e) a certificateA certificate duly executed by the secretary or any assistant secretary (or other authorized officer) of Purchaser, dated the Closing Date, as of the Secretary Closing, (i) attaching and certifying on behalf of Purchaser certifying complete and correct copies of (A) the resolutions adopted by of the Board of Directors Directors, managers, or other equivalent governing body of Purchaser approving authorizing the execution execution, delivery, and delivery performance by Purchaser of this Agreement and the consummation transactions contemplated hereby and (B) any required approval by the stockholders, members, or partners, as applicable, of Purchaser of this Agreement and the transactions contemplated under hereby and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this AgreementAgreement or any document delivered in connection with the Closing; (f) a certificateAll other instruments, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to effectuate the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed , as may be reasonably requested by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 9.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand The Preliminary Settlement Statement, duly executed by Xxxxxxxxx; ($1,900,000b) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Payment in same-day funds to Seller the Persons and Five Hundred Thousand accounts designated in the Preliminary Settlement Statement described in Section 2.6(a); ($500,000c) Dollars by wire transfer If the Defect Escrow Amount is a positive number at Closing, Purchaser shall deliver the Defect Escrow Amount to the Escrow Agent via wire transfer of immediately available funds to the account or accounts designated in the Escrow Agreement; (bd) Conveyances, duly executed by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments, duly executed by Xxxxxxxxx, in the Promissory Notes forms required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties or Rights of Way, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices; (cf) Letters-in-lieu of transfer orders with respect to the Escrow Oil and Gas Properties duly executed by Purchaser in the form attached hereto as Exhibit C; (g) A certificate from Purchaser substantially in the form of Exhibit D-2, duly executed by an authorized officer of Purchaser, certifying on behalf of Purchaser that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled; (h) Evidence of release or replacement of all Credit Support required pursuant to Section 7.11, and evidence of the filing by or on behalf of Purchaser of any reports or filing, and the issuance to Purchaser of an operator number by the applicable Governmental Authorities and evidence of such other authorizations and qualifications as may be necessary for Purchaser to own the Assets; (i) Transition Services Agreement, duly executed by Purchaser; (d) the Security Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by PurchaserXxxxxxxxx; (j) the New World GuarantyJoint written instructions, duly executed by New World;Xxxxxxxxx, instructing the Escrow Agent to release the Performance Deposit minus the Adjustment Deposit to Seller; and (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such All other documents, agreements, certificates documents and instruments required reasonably requested by Seller from Purchaser that are necessary to be executed and/or delivered by Purchaser transfer the Assets to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this AgreementPurchaser. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser and/or Purchaser Parent, as applicable, shall ----------------------------------- deliver or cause to be delivered to Seller the following: (a) One Million Nine Hundred Thousand ($1,900,000i) Dollars less the deposit previously paid as per Article 2A of this Agreement by a wire transfer of the Closing Cash Payment, in same-day funds to Seller, (ii) if applicable, a wire transfer of the aggregate Disputed Amount, in same-day funds to the Defect and Indemnity Escrow Account, and (iii) evidence of the issuance of the Purchaser Parent Shares (in book-entry form with customary restrictive legends) to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer instruction to the Escrow Agent in the Escrow AgreementPurchaser Parent’s transfer agent or otherwise; (b) a certificate by an authorized corporate officer of Purchaser and Purchaser Parent, dated as of the Promissory Notes duly executed by PurchaserClosing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; (c) counterparts of the Escrow Registration Rights Agreement, duly executed by PurchaserPurchaser Parent; (d) counterparts of the Security AgreementAssignment of Interests, duly executed by Purchaser; (e) a certificate, dated to the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of extent necessary to consummate the transactions contemplated under this Agreementhereby, applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets, duly executed and delivered by Purchaser; (f) a certificate, dated the Closing DateSettlement Statement, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (jg) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, joint written instructions pursuant to the terms and provisions of this Agreement. (n) a certificate Escrow Agreement duly executed by Purchaser and New Worlddirecting the Escrow Agent to disburse to Seller an amount equal to (i) the Deposit, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in minus (ii) the form of Exhibit 4.2(n) attached hereto.Indemnity Escrow Amount; and (oh) such other documentation as is reasonably required to transfer the certificate required by Section 3.4(c)Acquired Membership Interests to Purchaser.

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of their obligations pursuant to Section 7.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Sellers (or any designee of Sellers), among other things, the following: (a) One Million Nine Hundred Thousand a wire transfer of the Closing Payment ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement Escrow Amount) in same-day funds to an account (or accounts) designated by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow AgreementSellers; (b) the Promissory Notes duly executed by PurchaserEscrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement. The Escrow Amount shall be available on an exclusive basis to satisfy any amounts owing to Purchaser pursuant to Section 2.3(e); (c) counterparts of the Escrow Agreementinstruments of assignment of, and assumption by Purchaser of, the Shares, referenced in Section 7.2(a), duly executed by Purchaser; (d) a duly executed counterpart to the Security Escrow Agreement, duly executed by the Commercial Agreement and the Transition Services Agreement from Purchaser; (e) a certificatecertificate by an authorized officer of Purchaser, dated the Closing Date, as of the Secretary Closing, certifying on behalf of Purchaser certifying that the resolutions adopted by the Board of Directors of Purchaser approving the execution conditions set forth in Sections 6.1(a) and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement6.1(b) have been fulfilled; (f) a certificatecertificate duly executed by the secretary or any assistant secretary of Purchaser, dated the Closing Date, as of the Secretary Closing, (i) attaching and certifying on behalf of New World certifying Purchaser complete and correct copies of (A) the certificate of incorporation or formation, the bylaws, and other applicable organizational documents of Purchaser, each as in effect as of the Closing, (B) the resolutions adopted by of the Board of Directors Directors, managers, or other equivalent governing body of New World approving Purchaser authorizing the execution execution, delivery, and performance by Purchaser of this Agreement and the Guaranty transactions contemplated hereby, and (C) any required approval by the stockholders, members, or partners, as applicable, of Purchaser of this Agreement;Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or any document delivered in connection with the Closing (g) an opinion where notices of counsel for approval, consent, or waiver are received by Purchaser dated the Closing Datepursuant to a filing or application under Section 5.5, in the form annexed hereto as Schedule 4.2(g);copies of those notices of approval, consent, or waiver; and (h) any and all such other documentsevidence of replacement bonds, agreements, certificates and instruments required to be executed and/or delivered by Purchaserguarantees, and all payments required to be madeletters of credit, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this AgreementSection 5.13. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of their obligations pursuant to Section 7.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Sellers (or any designee of Sellers), among other things, the following: (a) One Million Nine Hundred Thousand a wire transfer of the Closing Payment ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement Escrow Amount) in same-day funds to an account (or accounts) designated by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow AgreementSellers; (b) the Promissory Notes duly executed by PurchaserEscrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement. The Escrow Amount shall be available on an exclusive basis to satisfy any amounts owing to Purchaser pursuant to Section 2.3(e); (c) counterparts of the Escrow Agreementinstruments of assignment of, and assumption by Purchaser of, the Shares, referenced in Section 7.2(a), duly executed by PurchaserXxxxxxxxx; (d) a duly executed counterpart to the Security Escrow Agreement, duly executed by the Commercial Agreement and the Transition Services Agreement from Purchaser; (e) a certificatecertificate by an authorized officer of Purchaser, dated the Closing Date, as of the Secretary Closing, certifying on behalf of Purchaser certifying that the resolutions adopted by the Board of Directors of Purchaser approving the execution conditions set forth in Sections 6.1(a) and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement6.1(b) have been fulfilled; (f) a certificatecertificate duly executed by the secretary or any assistant secretary of Xxxxxxxxx, dated the Closing Date, as of the Secretary Closing, (i) attaching and certifying on behalf of New World certifying Purchaser complete and correct copies of (A) the certificate of incorporation or formation, the bylaws, and other applicable organizational documents of Purchaser, each as in effect as of the Closing, (B) the resolutions adopted by of the Board of Directors Directors, managers, or other equivalent governing body of New World approving Purchaser authorizing the execution execution, delivery, and performance by Purchaser of this Agreement and the Guaranty transactions contemplated hereby, and (C) any required approval by the stockholders, members, or partners, as applicable, of Purchaser of this Agreement;Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or any document delivered in connection with the Closing (g) an opinion where notices of counsel for approval, consent, or waiver are received by Purchaser dated the Closing Datepursuant to a filing or application under Section 5.5, in the form annexed hereto as Schedule 4.2(g);copies of those notices of approval, consent, or waiver; and (h) any and all such other documentsevidence of replacement bonds, agreements, certificates and instruments required to be executed and/or delivered by Purchaserguarantees, and all payments required to be madeletters of credit, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this AgreementSection 5.13. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Payment in same-day funds to Seller and Five Hundred Thousand ($500,000) Dollars an account specified by wire transfer to the Escrow Agent in the Escrow AgreementSeller; (b) Counterparts of the Promissory Notes Assignment and Xxxx of Sale, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (c) Counterparts of a Deed, substantially in the Escrow Agreementform of Exhibit B-2, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Assignments in form required by any Governmental Authority for the Security Agreementassignment of any Assets controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (e) a certificateA certificate substantially in the form of Exhibit F duly executed by an authorized officer of Purchaser, dated the Closing Date, as of the Secretary Closing, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (f) A certificate substantially in the form of Exhibit G duly executed by an authorized officer of Purchaser, dated as of the Closing, (i) attaching and certifying on behalf of Purchaser complete and correct copies of the resolutions adopted by of the Board of Directors governing body of Purchaser approving authorizing the execution execution, delivery, and delivery performance by Purchaser of this Agreement and the consummation of the transactions contemplated under hereby, and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement; (f) a certificate, dated Agreement or any document delivered in connection with the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this AgreementClosing; (g) an opinion Where notices of counsel for approval, consent, or waiver are received by Purchaser dated the Closing Datepursuant to a filing or application under Section 6.6, in the form annexed hereto as Schedule 4.2(g)copies of such notices; (h) any and all such other documentsEvidence of replacement bonds, agreements, certificates and instruments required to be executed and/or delivered by Purchaserguarantees, and all payments required to be madeletters of credit, pursuant to the terms and provisions of this AgreementSection 12.4; (i) appropriate UCC-1 Financing Statements duly executed Any other forms required by Purchaserany Governmental Authority relating to the assignments of the Assets; (j) Joint written instructions to the New World GuarantyEscrow Agent to retain the Deposit, duly executed by New Worldtogether with any interest or income thereon, in the Escrow Account as satisfaction of the Indemnity Escrow; (k) an assumption Appropriate change of operator forms (including Texas Railroad Commission Form P-4s) for the obligations Assets operated by Seller or its Affiliates, designating Purchaser as operator of Seller under the Transferred Agreements and the Ad Fund Liabilities such Assets, duly executed by Purchaser;Purchaser or its applicable Affiliate; and (l) certificates of good standing of Purchaser and New WorldAll other instruments, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to effectuate the terms and provisions of this Agreement, as may be reasonably requested by Seller. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers and Company of their obligations pursuant to ‎Section 10.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Sellers, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement Preliminary Settlement Statement, duly executed by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow AgreementPxxxxxxxx; (b) a wire transfer of the Promissory Notes duly executed by PurchaserClosing Payment in same-day funds to the account(s) designated in the Preliminary Settlement Statement; (c) the Escrow Assignment, duly executed by Pxxxxxxxx; (d) a certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in ‎Section 9.1(a) and ‎Section 9.1(b) have been fulfilled; (e) counterparts of the Standstill Agreements, each duly executed by Pxxxxxxxx; (f) if applicable in accordance with Section 8.22, the Transition Services Agreement, duly executed by PurchaserPurchaser Parent (or its designated Affiliate); (dg) the Security a NMED Settlement Assignment, Ratification and Joinder Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g)Operating Affiliate; (h) the Operating Affiliate Assets Assignment required to be delivered under Section 8.20, duly executed by Purchaser Operating Affiliate or its designated Affiliate, as applicable, with respect to the Operating Affiliate Assets to be assigned to Purchaser Operating Affiliate or such designated Affiliate; (i) assignments in the forms required by federal, state or tribal agencies for the assignment of any and federal, state or tribal Operating Affiliate Assets to be assigned to Purchaser Operating Affiliate or its designated Affiliate and/or the designation of Purchaser Operating Affiliate as operator of such Assets, duly executed by Purchaser Operating Affiliate or such designated Affiliate, as applicable, in sufficient duplicate originals to allow recording in all such appropriate offices; and (j) all other documents, agreements, certificates documents and instruments which are required by the other terms of this Agreement to be executed and/or delivered at the Closing by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less Counterparts of the deposit previously paid as per Article 2A of this Agreement Promissory Note, duly executed by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent Purchaser, in the Escrow Agreementform attached hereto as Exhibit C; (b) Counterparts of the Promissory Notes Assignment, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (c) Counterparts of a deed in the Escrow form attached hereto as Exhibit D, effecting the sale, transfer and conveyance of the Real Property to Purchaser; (d) Counterparts to the Transition Services Agreement, duly executed by Purchaser, in the form attached hereto as Exhibit E; (de) Assignments in form required by any Governmental Authority for the Security Agreementassignment of any Assets controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (ef) a certificateA certificate by an authorized officer of Purchaser, dated the Closing Date, as of the Secretary Closing, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (g) A certificate duly executed by an authorized officer of Purchaser, dated as of the Closing, (i) attaching and certifying on behalf of Purchaser complete and correct copies of the resolutions adopted by of the Board of Directors governing body of Purchaser approving authorizing the execution execution, delivery, and delivery performance by Purchaser of this Agreement and the consummation of the transactions contemplated under hereby, and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement; (f) a certificate, dated Agreement or any document delivered in connection with the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g)Closing; (h) any and all such other documentsEvidence of replacement bonds, agreements, certificates and instruments required to be executed and/or delivered by Purchaserguarantees, and all payments required to be madeletters of credit, pursuant to the terms and provisions of this AgreementSection 12.4; (i) appropriate UCC-1 Financing Statements duly executed Any other forms required by Purchaserany Governmental Authority relating to the assignments of the Assets; (j) Counterparts of the New World GuarantyAgreement and Assignment of Partnership Interest, duly executed by New World;Purchaser, in the form attached hereto as Exhibit F; and (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New WorldAll other instruments, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required other items reasonably necessary to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to effectuate the terms and provisions of this Agreement, as may be reasonably requested by Seller. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall ----------------------------------- deliver or cause to be delivered to Seller (or, in the case of the items specified in clauses (a)(ii) and (j) below, to Seller’s designee pursuant to Section 2.1(d), as applicable), among other things, the following: (ai) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Cash Closing Payment in same-day funds to an account specified by Seller and Five Hundred Thousand ($500,000ii) Dollars by wire transfer to the Escrow Agent in number shares of Purchaser Common Stock constituting the Escrow AgreementStock Closing Payment; (b) A wire transfer of the Promissory Notes duly executed by Purchaser;Defect Escrow Amount in same day funds to the Defect Escrow Account as provided in Section 3.8(e), if applicable. (c) Counterparts of the Escrow Assignment and Bill of Sale, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Counterparts of the Mineral Deed, duly executed and acknowledged by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (f) A certificate duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled; (g) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section 6.6, copies of such notices; (h) Evidence of replacement of all Credit Support to the extent required pursuant to Section 6.6(b); (i) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (j) A counterpart of the Registration Rights Agreement, duly executed by PurchaserXxxxxxxxx; (dk) The Preliminary Settlement Statement, duly executed by Xxxxxxxxx; (l) Evidence reasonably satisfactory to Seller of the Security satisfaction of the condition set forth in Section 7.1(e); (m) A counterpart of the Transition Services Agreement, duly executed by PurchaserXxxxxxxxx; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New WorldJoint written instructions to the Escrow Agent to retain the Deposit, certifying that they have no actual knowledge of Seller's breach of together with any representation interest or warranty contained in this Agreement income thereon, in the form of Exhibit 4.2(n) attached hereto.Deposit Escrow Account, which amount, after Closing, shall become the Indemnity Holdback Amount in accordance with Section 8.5(a); and (o) All other instruments, documents, and other items reasonably necessary to effectuate the certificate required terms of this Agreement, as may be reasonably requested by Section 3.4(c)Seller.

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 9.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (ai) One Million Nine Hundred Thousand The Preliminary Settlement Statement, duly executed by Xxxxxxxxx; ($1,900,000ii) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Closing Payment in same-day funds to Seller the Persons and Five Hundred Thousand accounts designated in the Preliminary Settlement Statement described in Section 2.6(a); ($500,000iii) Dollars by wire transfer If the Defect Escrow Amount is a positive number at Closing, Purchaser shall deliver the Defect Escrow Amount to the Escrow Agent via wire transfer of immediately available funds to the account or accounts designated in the Escrow Agreement; (biv) Conveyances, duly executed by Xxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (v) Assignments, duly executed by Xxxxxxxxx, in the Promissory Notes forms required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties or Rights of Way, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices; (cvi) Letters-in-lieu of transfer orders with respect to the Escrow Oil and Gas Properties duly executed by Purchaser in the form attached hereto as Exhibit C; (vii) A certificate from Purchaser substantially in the form of Exhibit D-2, duly executed by an authorized officer of Purchaser, certifying on behalf of Purchaser that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled; (viii) Evidence of release or replacement of all Credit Support required pursuant to Section 7.11, and evidence of the filing by or on behalf of Purchaser of any reports or filing, and the issuance to Purchaser of an operator number by the applicable Governmental Authorities and evidence of such other authorizations and qualifications as may be necessary for Purchaser to own the Assets; (ix) Standstill Agreements with Purchaser, duly executed by Seller and each of the Persons listed on Schedule 9.2(i), in each case, substantially in the form of Exhibit G; (x) Transition Services Agreement, duly executed by Purchaser;Xxxxxxxxx; and (dxi) the Security Agreement, duly executed by Purchaser; (e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such All other documents, agreements, certificates documents and instruments required reasonably requested by Seller from Purchaser that are necessary to be executed and/or delivered by transfer the Assets to Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section ‎8.2, Purchaser shall ----------------------------------- deliver or cause to Seller be delivered to Seller, among other things, the following: (a) One Million Nine Hundred Thousand ($1,900,000i) Dollars less the deposit previously paid as per Article 2A of this Agreement by A wire transfer of the Cash Closing Payment in same-day funds to an account specified by Seller and Five Hundred Thousand ($500,000ii) Dollars by wire transfer to the Escrow Agent in number shares of Purchaser Common Stock constituting the Escrow AgreementStock Closing Payment; (b) A wire transfer of the Promissory Notes duly executed by Purchaser;Defect Escrow Amount in same day funds to the Defect Escrow Account as provided in Section‎3.8(e), if applicable. (c) Counterparts of the Assignment and Xxxx of Sale, duly executed and acknowledged by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (d) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Purchaser, in sufficient duplicate originals to allow recording and filing in all appropriate offices; (e) A certificate duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Sections ‎7.1(a) and ‎7.1(b) have been fulfilled; (f) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section ‎6.6, copies of such notices; (g) Evidence of replacement of all Credit Support to the extent required pursuant to Section ‎6.6(b); (h) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets; (i) Joint written instructions to the Escrow Agent to disburse the Deposit (together with all earnings, interest and income thereon) to Seller; (j) A wire transfer of the Indemnity Holdback Amount in same-day funds to the Indemnity Holdback Escrow Account as provided in Section ‎8.5(a); (k) A counterpart of the Indemnity Holdback Escrow Agreement, duly executed by Purchaser; (dl) A counterpart of the Security Registration Rights Agreement, duly executed by Purchaser; (em) a certificateThe Preliminary Settlement Statement, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement; (g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g); (h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (jn) the New World Guaranty, duly executed by New World; (k) an assumption Evidence reasonably satisfactory to Seller of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days satisfaction of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained condition set forth in this Agreement in the form of Exhibit 4.2(n) attached hereto.Section 7.1(e); and (o) All other instruments, documents, and other items reasonably necessary to effectuate the certificate required terms of this Agreement, as may be reasonably requested by Section 3.4(c)Seller.

Obligations of Purchaser at Closing. At the Closing, Purchaser shall ----------------------------------- deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following: (a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement Closing Purchase Price owed by Purchaser, by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer of immediately available funds to the Escrow Agent in the Escrow Agreementaccount designated pursuant to Section 16.1; (b) four (4) originals of the Promissory Notes duly Assignment and Xxxx of Sale referred to in Section 16.2(a) executed by an Authorized Officer of Purchaser, and acknowledged; (c) four (4) originals of the Escrow AgreementDeeds referred to in Section 16.2(b), duly executed by an Authorized Officer of Purchaser, and acknowledged; (d) four (4) originals of the Security Agreement, duly Transition Services Agreement executed by Purchaseran Authorized Officer of Purchaser or its Affiliate; (e) a certificate, dated the Closing Date, four (4) originals of an assignment of the Secretary contracts, if any, listed on Schedule 16.2(d) that are held in the name of Purchaser certifying the resolutions adopted an Affiliate of Seller executed by the Board an Authorized Officer of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreementsuch Affiliate; (f) a certificate, dated the Closing Date, four (4) originals of the Secretary GPA executed by an Authorized Officer of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this AgreementPurchaser; (g) four (4) originals of the Certificate executed by an opinion Authorized Officer of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g)Purchaser; (h) any four (4) originals of certificates of the Secretary or Assistant Secretary of Purchaser, dated on the Closing Date, certifying (i) that a true and correct copy of the resolutions of Purchaser’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Purchaser and all such other documents, agreements, certificates amendments thereto are attached thereto; and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant (iii) as to the terms incumbency and provisions authorization of Purchaser’s signatory executing on behalf of Purchaser this AgreementAgreement and the other documents executed in connection herewith; (i) four (4) originals of certificates of the appropriate UCC-1 Financing Statements duly executed by Governmental Authorities, dated as of a date not earlier than two (2) Business Days prior to the Closing Date, evidencing Purchaser’s existence and good standing in the State of Delaware and in the State of Texas; (j) the New World Guarantyif Purchaser qualifies for any exemptions described in Section 6.3(b), duly executed four (4) originals of an exemption certificate, as prescribed by New World;state law, releasing Seller from collecting Sales Tax on otherwise taxable items; and (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates instruments and agreements (including any required ratification or joinder instruments required to be executed and/or delivered by Purchaser to transfer all of Seller’s right, title and all payments (if any) required to be made, pursuant interest in and to the terms and provisions of Purchased Assets from Seller to Purchaser) as necessary or appropriate to comply with Purchaser’s obligations under this Agreement. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).

Obligations of Purchaser at Closing. At Closing, Purchaser shall ----------------------------------- deliver to Seller the following: (a) One Million Nine Five Hundred Thousand Dollars ($1,900,0001,500,000) Dollars less the deposit previously paid or such other sum as per Article 2A of this Agreement adjusted under Section 2.3, by wire transfer of funds to Seller and Five Hundred Thousand ($500,000) Dollars an account designated in writing by wire transfer Market Guide prior to the Escrow Agent in the Escrow AgreementClosing Date; (b) the Promissory Notes duly executed by PurchaserThe Notes; (c) A Loan Security Agreement in the Escrow Agreementform attached hereto as Exhibit D-1, duly executed by Purchaserwhich shall grant to Seller a first priority purchase money security interest in the Collateral described therein, subject to (i) Permitted Liens (as defined therein) and (ii) liens and encumbrances on CRM Assets in effect, or created or arising out of transactions occurring, prior to the Closing Date; (d) A Source Code Escrow Agreement in the Security Agreement, duly executed by Purchaserform attached hereto as Exhibit D-2; (e) a A Database License Agreement in the form attached hereto as Exhibit G; (f) UCC lien, tax lien and judgment searches with respect to NGF with continuation searches up to the Closing Date; (g) UCC-1s executed and in recordable form to be filed in the respective States and Counties, and such other intellectual property assignments, pledge agreements, mortgages and deeds of trust, as is necessary to evidence Market Guide's security interest, pursuant to the Loan Security Agreement; (h) Copies of the most recent reports of NGF on forms 10-KSB and 10-QSB as filed with the SEC; (i) A certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the Operative Documents to be executed by it and the consummation of the transactions contemplated under this Agreementhereunder and thereunder; (fj) Insurance certificates evidencing the insurance maintained by Purchaser pursuant to the Loan Security Agreement, together with an additional insured endorsement in favor of Seller with respect to all liability policies and a certificate, dated the Closing Date, loss payable endorsement in favor of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this AgreementSeller with respect to all casualty policies; (gk) an A written opinion of counsel for Purchaser dated the Closing Date, in substantially the form annexed attached hereto as Schedule 4.2(g);Exhibit F; and (hl) any Any and all such other documents, agreements, certificates and instruments required or necessary in the reasonable judgement of Seller to be executed and/or delivered by Purchaser, and all payments required to be made, Purchaser pursuant to the terms and provisions of this Agreement; (i) appropriate UCC-1 Financing Statements duly executed by Purchaser; (j) Agreement or to consummate the New World Guaranty, duly executed by New World; (k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser; (l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date; (m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreementtransactions contemplated hereby. (n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto. (o) the certificate required by Section 3.4(c).