Common use of CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Clause in Contracts

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditions: (a) (i) the representations and warranties made by Sellers in Article V (in each case, other than the Fundamental Representations) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date; (b) Sellers shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by Sellers on or prior to the Closing; (c) ▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsconditions being met or waived by Buyer: (a) (i) the representations Each and warranties made by Sellers every representation contained in Article V (in each caseIV which is not qualified by materiality, other than the Fundamental Representations) shall be true and correct accurate in all material respects (and each and every representation contained in Article IV which is qualified by materiality, shall be true and accurate in all respects) on and as of the Closing Date as though if made on and as of the Closing Date, such date except (Ai) as affected by transactions contemplated or permitted by this Agreement and (ii) to the extent that representations and warranties that are any such representation or warranty is made as of a specified date need be true and correct only as of date, in which case such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has representation or warranty which is not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to qualified by materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be have been true and correct in all material respects only (and each and every representation contained in Article IV which is qualified by materiality, shall be true and accurate in all respects) as of such specified date;. (b) Sellers The Target Companies shall have performed and complied in all material respects with the covenants contained in (or compliance therewith shall have been waived by Buyer) each and every covenant and agreement required by this Agreement which are required to be performed and or complied with by Sellers on or it prior to or at the Closing;. (c) ▇▇▇▇▇ No order, writ, injunction or decree shall have received a certificate signed been entered and be in effect by an executive officer any Governmental Entity of Sellers stating that the conditions specified in Section 9.2(a) competent jurisdiction, and Section 9.2(b) no statute, rule, regulation or other requirement of any Governmental Entity shall have been satisfied; andpromulgated or enacted and be in effect, that on a temporary or permanent basis restrains, enjoins or invalidates the transactions contemplated hereby. (d) Sellers All Liens securing the Credit Facility and the Equipment Finance Lease and any Debt shall have delivered, been released and/or terminated; (e) All Consents listed on Section 10.1(e) of the Disclosure Schedule shall have been obtained. (f) The Company shall have delivered or caused to be delivered, delivered to Buyer all of the items set forth in required by Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the Closing3.3.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction (fulfillment at or prior to the extent permitted by LawClosing of the following conditions, written waiver any one or more of which may be waived by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsClosing: (a) (i) the The representations and warranties set forth in Section 4.1 (Organization, Power, Standing), Section 4.2 (Due Authorization, Title), Section 4.3 (Capitalization) and Section 4.19 (Brokers) shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects (except for immaterial exceptions) as if made by Sellers as of the Closing Date (except for those representations and warranties that address matters only as of a particular date (which shall be true and correct in all respects (except for immaterial exceptions) as of such particular date); and (ii) the other representations and warranties of the Seller contained in Article V IV shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as if made as of the Closing Date (in each caseexcept for those representations and warranties that addresses matters only as of a particular date, other than the Fundamental Representations) which shall be true and correct in all respects as of the Closing Date such particular date), in each case without regard to any qualifications as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to or materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in except with respect to the first sentence of Section 5.5)4.7) and (ii) except, with respect to the representations and warranties matters set forth in Section 5.1 and Section 5.2 this clause (collectivelyii), to the “Fundamental Representations”) shall extent that the failure to be so true and correct would not, and would not reasonably be expected to have, individually or in all respects as of the Closing Date as though made on and as of the Closing Dateaggregate, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date;Material Adverse Effect. (b) Sellers Seller and the Company shall have performed and or complied in all material respects with the all obligations and covenants contained in required by this Agreement which are required and the other Transaction Documents to be performed and or complied with by Sellers on or prior to Seller and the Closing; (c) ▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on Company at or prior to the Closing. (c) Since the December Balance Sheet Date, there shall not have been any Effects that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other Order or Proceeding prohibiting or seeking to enjoin, prohibit or otherwise prevent or make illegal any of the Transactions or the consummation of any portion of the Transactions to be effected at the Closing shall be in effect or pending. (e) All of the Governmental Authorizations and filings with and notifications to Governmental Entities set forth on Schedule 6.1(e) shall have been obtained or made. (f) Any waiting period (and any extension thereof) under the HSR Act and all waiting periods (and any extensions thereof) listed in Schedule 6.1(e) applicable to the Transactions that are required to be terminated or expired prior to the Closing shall have expired or shall have been terminated. (g) Effective as of the Closing Date and as contemplated by Section 7.15, the Office Lease and each of the Office Lease Sublease shall have been assigned by the Company to Seller pursuant to written instruments of assignment that are in form and substance reasonably acceptable to Buyer. (h) On or before the Closing Date and as contemplated by Section 7.16, the parties shall have agreed on the definitive terms for the Subcontract, Sub-Lease and Transition Services Agreement, and Seller shall have delivered to Buyer (i) the Subcontract duly executed by Avaya Fed and the Company, (ii) the Sub-Lease duly executed by the Company and Seller, and (iii) the Transition Services Agreement duly executed by Seller. (i) Seller, the Company and Avaya Fed shall have delivered or caused to be delivered the closing deliverables set forth in Section 3.2(b) and Section 3.2(c).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (satisfaction, at or to before the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing DateClosing, of each all the conditions set forth below. Buyer may waive any or all of these conditions in whole or in part in writing without prior notice. *** Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the following conditions:Securities and Exchange Commission. (a) (i) the The representations and warranties made set forth in Articles III and Article IV that are qualified by Sellers in Article V (in each case, reference to Material Adverse Effect or other than the Fundamental Representations) materiality or knowledge qualifications shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, (except (A) that those representations and warranties that are made address matters only as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clausesperiod, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) which shall be true and correct in all respects as of the Closing Date as though made on such period). All other representations and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need warranties set forth in Article III and Article IV shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified period, which shall be true and correct in all respects as of such date;period). (b) Sellers The Company and Seller shall have performed performed, satisfied and complied in all material respects with the covenants contained in all covenants, agreements, and conditions required by this Agreement which are required to be performed and or complied with by Sellers each on or prior to before the Closing;Closing Date, including the Pre-Closing Transfer. (c) ▇▇▇▇▇ Buyer shall have received a certificate certificate, dated the Closing Date, signed by an executive officer of Sellers stating the Company and an officer of Seller, certifying that the conditions specified in Section 9.2(aSections 7.1(a) and Section 9.2(b7.1(b) hereof have been satisfied; andfulfilled. (d) Sellers On the Closing Date, no Order shall be in effect prohibiting consummation of the Contemplated Transactions or which would make the consummation of the Contemplated Transactions unlawful and no Action shall have deliveredbeen threatened or instituted by a Governmental Entity and remain pending against the Company or Seller to restrain, prohibit or caused to be delivered, to Buyer all unduly delay the Contemplated Transactions beyond the outside Date or that would materially adversely affect the value of the items Company. (e) All consents, approvals and notices set forth on Schedule 7.1(e) shall have been obtained or given, as applicable, and shall be in full force and effect and without conditions or limitations which restrict the ability of the Parties hereto to carry out the transactions contemplated hereby, and Buyer shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of same. (f) Since the date hereof through the Closing Date, there shall not have been any Material Adverse Effect with regard to the Company or the Business. (g) The Pre-Closing Transfer shall have occurred. (h) Seller shall have delivered the documents, instruments, certificates and other items identified in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the Closing2.5(a).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsconditions being met: (a) (i) Each of the representations and warranties made by Sellers in Article V (in each case, other than the Fundamental Representations) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (A) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect Seller contained in such representations and warranties this Agreement shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of the date made and (having been deemed to have been made again on and as of the Closing Date in the same language) on and as of the Closing Date as if made on and as of such date;, except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date, and (iii) any such inaccuracies or breaches which, in the aggregate, have not had or could not reasonably be expected to have, a Material Adverse Effect. (b) Sellers Seller shall have performed and complied in all material respects with the covenants contained (or compliance therewith shall have been waived in writing by Buyer) each and every covenant, agreement and condition required by this Agreement which are required to be performed and or complied with by Sellers on or Seller prior to or at the Closing;. (c) ▇▇▇▇▇ Seller shall have delivered a certificate executed by the president of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in subsections (a) and (b) above have been fulfilled and certifying on behalf of Seller the incumbency of each individual on behalf of Seller executing this Agreement or any document delivered in connection with the Closing. (d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity or arbitration seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation (in whole or in part) of the transactions contemplated by this Agreement. (e) Buyer shall have received a release of Liens with respect to the Properties, executed in recordable form by the Senior Lender, and in form and substance agreeable to Buyer delivered on or before the Closing. (f) Buyer shall have received an assignment of the Properties executed and delivered by Seller, which assignment shall be substantially in the form of the instrument attached hereto as Exhibit 9.1(f) in all material respects (the "Assignment"), delivered at Closing. (g) Buyer shall have received a certificate signed of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by an executive officer Seller pursuant to Section 1445 of Sellers stating that the conditions specified in Section 9.2(a) Code and Section 9.2(b) have been satisfied; andthe regulations promulgated thereunder. (dh) Sellers Buyer shall have deliveredreceived all other agreements, or caused instruments and documents which are required by other terms of this Agreement to be delivered, executed or delivered by Seller or any other party to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to or in connection with the Closing. (i) Seller shall have delivered a preliminary accounting statement, which preliminary accounting statement shall consist only of those adjustments agreed to (or deemed agreed to) in accordance with this Agreement. (j) Seller shall have delivered a certificate (duly executed by the secretary or any assistant secretary of Seller or otherwise by any authorized individual for Seller) on behalf of Seller, dated as of the Closing, attaching and certifying on behalf of Seller as complete and correct, copies of the resolutions authorizing the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby. (k) Seller shall execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the subject Properties to make payment of proceeds attributable to such production from and after the Effective Date to Buyer. (l) Seller shall deliver to Buyer appropriate change of operator forms on those Properties operated by Seller and which operatorships can be transferred to Buyer at Closing.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of each Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (or to the extent permitted by Lawfulfillment, written waiver by Buyer in its sole discretion), on at or prior to the Closing Date, of each of the following conditions, which conditions may be waived only by Buyer Representative and, if not fulfilled, shall be deemed waived upon Closing: (a) (i) the The representations and warranties of Sellers herein contained shall have been true and correct as of the date hereof in all material respects and shall continue to be true and correct as of the Closing Date in all material respects with the same force and effect as though made by Sellers as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that date in Article V (all respects), in each casecase without giving effect to any supplement to the Disclosure Schedules; provided, other than the Fundamental Representations) however, that with respect to any representation or warranty that contains an express materiality limitation, such representation or warranty shall be true and correct in all respects as respects. (b) Each Seller shall have performed or complied with all the obligations, agreements and covenants of the Closing Date as though made on and such Seller herein contained to be performed by it prior to or as of the Closing Date. (c) No event or events shall have occurred since October 31, except (A) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to 2013 which individually or in the extent the failure of such representations and warranties to be true and correct as of such dates aggregate has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such date; (b) Sellers shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by Sellers on or prior to the Closing; (c) ▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; andEffect. (d) Sellers All deliveries required to be made by Seller Representative or a Seller, as applicable, under Section 2.7(a) of this Agreement on or before the Closing Date shall have deliveredbeen received by Buyer, or caused and, in the case of document deliveries, in form and substance reasonably satisfactory to be deliveredBuyer. (e) Buyers shall have consummated an amendment to their amended and restated credit facility with SunTrust Bank, to Buyer all of the items set forth as referenced in Section 4.3that certain engagement letter dated November 24, except for such deliveries which, by their nature, cannot be made on or prior to the Closing2014.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The Buyer’s obligations of Buyer to consummate the transactions contemplated by purchase under this Agreement are is subject to the satisfaction (or to the extent permitted by Lawfulfillment, written waiver by Buyer in its sole discretion), on at or prior to the Closing DateClosing, of each of the following conditions:conditions (any of which may be waived in writing by Buyer, except for Section 7.1(c)(i) and (ii)): (a) (i) the All representations and warranties made by Sellers of Seller contained in Article V (in each case, other than the Fundamental Representations) this Agreement and its Schedules shall be true and correct in all respects as of the Closing Date as though made on at and as of the Closing Date, except (A) that with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation or warranty that are is expressly made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to date, which shall be true and correct as of such dates has not had a Material Adverse Effect (provided date only) except for changes which are permitted or contemplated pursuant to this Agreement or specifically consented to by Buyer in writing; or to the extent that for purposes the failure of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth of Seller contained in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall this Agreement to be true and correct in all respects as of the Closing Date as though made on at and as of the Closing Date, except (or in respect of any representation or warranty that such Fundamental Representations that are is expressly made as of a specified date need be true and correct in all material respects only date, as of such datedate only) has not had and would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) Sellers Seller shall have performed and complied in all material Material respects with the covenants contained in each obligation, covenant and condition required by this Agreement which are to be performed or complied with by it prior to or at the Closing, including the documents and instruments required to be performed delivered by Seller under Section 8.1; (c) the FCC Consent (i) shall have been obtained; (ii) shall be in full force and complied effect; (iii) shall not be subject to any condition or qualification Materially adverse to Buyer or to the operations of the Stations, other than conditions that may be imposed by reason of circumstances or actions of Buyer that constitute a breach of its representations, warranties and covenants under this Agreement; and (iv) shall have become a Final Order (as defined below); (d) Seller shall have duly received, without any condition Materially adverse to Buyer, all consents and approvals referred to in Schedule 7.1(d); (e) there shall be in effect no Law or injunction or restraining Order issued by a court of competent jurisdiction making it illegal or otherwise prohibiting or restraining the consummation of the transactions contemplated by this Agreement; (f) since the date of this Agreement, no event, circumstance or condition has occurred with respect to the business of the Stations or the Assets which has had or is reasonably expected to have a Material Adverse Effect; (g) Buyer shall have been furnished with a certificate of an officer or manager of Seller, dated the Closing Date, in form and substance satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 7.1(a) and (b) and (f); (h) Seller shall have delivered to Buyer an incumbency certificate or certificates dated the Closing Date certifying the incumbency of all officers and managers of Seller who have executed this Agreement or any of the Seller Other Agreements, which certificates shall contain specimens of the signatures of each of such officers and shall be executed by Sellers on an officer or prior manager of Seller other than an officer or manager whose incumbency or authority is certified; (i) Buyer shall have received an executed and attested special or limited warranty deed, subject to the Permitted Liens, in commercially reasonable and recordable form in respect of the Owned Real Property (the “Deed”). Seller’s warranty of title in the Deed shall extend only from the date of Seller’s acquisition of the Owned Real Property and only against the lawful claims and demands of all persons claiming by, from, or under the Seller, but against no other claims or persons; (j) Seller shall have delivered to Buyer copies, certified by the duly qualified and acting Secretary or Assistant Secretary of Seller, of resolutions adopted by the sole member of Seller approving this Agreement, the Seller Other Agreements and the consummation of the transactions contemplated hereby and thereby; (k) Seller shall have delivered to Buyer Title Commitments to the extent specified in Section 6.16 with respect to each parcel of Owned Real Property and each Leased Real Property; (l) Seller shall have delivered titles to any owned motor vehicles; (m) The sale of the Surtsey Assets by Surtsey to Option Assignee pursuant to one or more asset purchase agreements entered into simultaneously with the execution of this Agreement as described in Section 1.4 hereof (the “Related Transactions”), shall have been consummated or will be consummated simultaneously with the Closing; (cn) ▇▇▇▇▇ Seller shall have received delivered a certificate signed by an executive officer Tax Clearance Certificate; (o) Liens on the Assets granted under the Pledge and Security Agreement relating to that certain Credit Agreement dated as of Sellers stating that the conditions specified in Section 9.2(a) August 18, 2015 among Guarantor, as Borrower, and Section 9.2(b) have been satisfiedJPMorgan Chase Bank, N.A., as Administrative Agent, et al. shall be released; and (dp) Sellers Liens on the Assets of Surtsey Media, LLC granted under the Security Agreement relating to that certain Loan Agreement dated as of April 27, 2010, including any amendments thereto, among Surtsey Media, LLC, as Borrower, and the Huntington National Bank shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the Closingreleased.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion)satisfaction, on or prior to the Closing DateClosing, of each of the following conditions:conditions (any one or more of which may be expressly waived by Buyer): (a) There shall not be issued and in effect any injunction prohibiting consummation of the transactions contemplated herein. (ib) With respect to each Coal Lease, Contract or other agreement listed on Schedule 7.2(b), Seller shall have obtained the consent of the counterparty thereto to the assignment thereof to Buyer, in form and substance reasonably satisfactory to Buyer and Seller. (c) Other than the representations and warranties made of Seller contained in Sections 4.1, 4.2, 4.3(a), 4.3(d), 4.4 and 4.6, the representations and warranties of Seller contained in this Agreement shall be true and correct (i) in all respects in the case of any representation or warranty qualified by Sellers materiality or Material Adverse Effect or (ii) in Article V (all material respects in the case of any representation or warranty not qualified by materiality or Material Adverse Effect, in each case, other than on and as of the Fundamental Representations) date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Sections 4.1, 4.2, 4.3(a), 4.3(d), 4.4 and 4.6 shall be true and correct in all respects on and as of the Closing Date as though made date hereof and on and as of the Closing Date, Date with the same effect as though made at and as of such date (except (A) that those representations and warranties that are made address matters only as of a specified date need date, the accuracy of which shall be true and correct only determined as of such that specified date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such daterespects); (bd) Sellers Seller shall have performed performed, observed and complied in all material respects with the all obligations, agreements, covenants contained in and conditions required by this Agreement which are required to be performed and or complied with by Sellers on or prior to the or at Closing;. (ce) ▇▇▇▇▇ From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (f) Buyer shall have received a certificate signed by an executive officer Commitment Letters for each of Sellers stating that the conditions specified Replacement Bonds in Section 9.2(a) form and Section 9.2(b) have been satisfied; andsubstance acceptable to Buyer in its sole discretion. Execution Version (dg) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items All deliveries by Seller set forth in Section 4.3, except 8.3(a) shall have been made. (h) Seller shall have arranged for such deliveries which, by their nature, cannot all Encumbrances (other than Permitted Encumbrances) to be made on released and discharged at or prior to the Closing. (i) The simultaneous closing of the Fola Transaction.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsconditions being met or waived by Buyer as set forth Section 11.5: (a) (i) the Each and every representation of Seller contained in Article III shall be true and accurate in all material respects other than representations and warranties made by Sellers in Article V (in each casethat are already qualified as to materiality or Material Adverse Effect, other than the Fundamental Representations) which shall be true and correct in all respects respects, on and as of the Closing Date as though if made on and as of the Closing Date, such date except (Ai) as affected by transactions contemplated or permitted by this Agreement and (ii) to the extent that representations and warranties that are any such representation or warranty is made as of a specified date need be date, in which case such representation or warranty shall have been true and correct only as of in all material respects (unless such date representation and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications warranty is already qualified as to materiality and or Material Adverse Effect contained Effect, in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) which case it shall be true and correct in all respects respects) as of the Closing Date as though made on and as such specified date (b) Each of the Closing Date, except that such Fundamental Representations that are made as representations and warranties of a specified date need the Company contained in Article IV shall be true and correct in all material respects only other than representations and warranties that are already qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects, on and as of the Closing Date as if made on and as of such date; , except (bi) Sellers as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have performed been true and complied correct in all material respects with the covenants contained (unless such representation and warranty is already qualified as to materiality or Material Adverse Effect, in this Agreement which are required to case it shall be performed true and complied with by Sellers on or prior correct in all respects) as of such specified date and (iii) to the Closing; (c) ▇▇▇▇▇ shall have received a certificate signed by extent that an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior adjustment to the ClosingBase Purchase Price has been made in respect of any inaccuracies or breaches in accordance with Section 8.4.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion)satisfaction, on or prior to the Closing DateClosing, of each of the following conditions:conditions (any one or more of which may be expressly waived by Buyer): (a) There shall not be issued and in effect any injunction prohibiting consummation of the transactions contemplated herein. (ib) With respect to each Coal Lease, Contract or other agreement listed on Schedule 7.2(b), Seller shall have obtained the consent of the counterparty thereto to the assignment thereof to Buyer, in form and substance reasonably satisfactory to Buyer and Seller. (c) Other than the representations and warranties made of Seller contained in Sections 4.1, 4.2, 4.3(a), 4.3(d), 4.4 and 4.6, the representations and warranties of Seller contained in this Agreement shall be true and correct (i) in all respects in the case of any representation or warranty qualified by Sellers materiality or Material Adverse Effect or (ii) in Article V (all material respects in the case of any representation or warranty not qualified by materiality or Material Adverse Effect, in each case, other than on and as of the Fundamental Representations) date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Sections 4.1, 4.2, 4.3(a), 4.3(d), 4.4 and 4.6 shall be true and correct in all respects on and as of the Closing Date as though made date hereof and on and as of the Closing Date, Date with the same effect as though made at and as of such date (except (A) that those representations and warranties that are made address matters only as of a specified date need date, the accuracy of which shall be true and correct only determined as of such that specified date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such daterespects); (bd) Sellers Seller shall have performed performed, observed and complied in all material respects with the all obligations, agreements, covenants contained in and conditions required by this Agreement which are required to be performed and or complied with by Sellers on or prior to the or at Closing;. (ce) ▇▇▇▇▇ From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (f) Buyer shall have received a certificate signed by an executive officer Commitment Letters for each of Sellers stating that the conditions specified Replacement Bonds in Section 9.2(a) form and Section 9.2(b) have been satisfied; andsubstance acceptable to Buyer in its sole discretion. (dg) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items All deliveries by Seller set forth in Section 4.3, except 8.3(a) shall have been made. (h) Seller shall have arranged for such deliveries which, by their nature, cannot all Encumbrances (other than Permitted Encumbrances) to be made on released and discharged at or prior to the Closing. (i) The simultaneous closing of the Fola Transaction.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer Buyer's obligation to consummate the transactions contemplated by purchase under this Agreement are agreement is subject to the satisfaction (or to the extent permitted by Lawfulfillment, written waiver by Buyer in its sole discretion), on at or prior to the Closing DateClosing, of each of the following conditions:conditions (any of which may be waived in writing by Buyer): (a) (i) the all representations and warranties made by of Sellers in Article V under this agreement (in each case, other than the Fundamental Representationsafter reading out any materiality qualifications) shall be true and correct in all respects as of the Closing Date as though made on at and as of the time of the Closing Date, except (A) that with the same effect as though those representations and warranties that are had been made again at and as of a specified date need be true and correct only that time, with such exceptions as of such date and (B) to do not in the extent the failure of such representations and warranties to be true and correct as of such dates has not had aggregate have a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such dateEffect; (b) Sellers shall have performed and complied in all material respects with the all obligations, covenants contained in and conditions required by this Agreement which are required agreement to be performed and or complied with by Sellers on or prior to or at the Closing; (c) ▇▇▇▇▇ Sellers shall have received duly received, without any condition materially adverse to Buyer, the consent from the Banks (who shall have released their Liens on the Assets); (d) there shall not be in effect an injunction or restraining order issued by a certificate signed court of competent jurisdiction in an action or proceeding against the consummation of the transactions contemplated by an executive officer of Sellers stating that the conditions specified in Section 9.2(athis agreement; (e) and Section 9.2(b) there shall have been satisfiedno material adverse change in the business, financial condition or results of operations of the New York City Business between the date of this agreement and the Closing Date; (f) Buyer shall have secured binding commitments from its lenders for the funds required to consummate the transactions contemplated by this agreement; and (dg) Sellers Buyer shall have deliveredbeen furnished with a certificate of an officer of each Seller, or caused dated the Closing Date, in form and substance satisfactory to be deliveredBuyer, certifying to Buyer all the fulfillment of the items conditions set forth in Section 4.3sections 7.1(a), except for such deliveries which(b), by their nature(c), cannot be made on or prior to the Closing(d) and (e).

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion)satisfaction, on or prior to the Closing DateClosing, of each of the following conditions:conditions (any one or more of which may be expressly waived by Buyer): (a) There shall not be issued and in effect any injunction prohibiting consummation of the transactions contemplated herein. (ib) Other than the representations and warranties made of Seller contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.5, the representations and warranties of Seller contained in this Agreement shall be true and correct (i) in all respects in the case of any representation or warranty qualified by Sellers materiality or Material Adverse Effect or (ii) in Article V (all material respects in the case of any representation or warranty not qualified by materiality or Material Adverse Effect, in each case, other than on and as of the Fundamental Representations) date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.5, shall be true and correct in all respects on and as of the Closing Date as though made date hereof and on and as of the Closing Date, Date with the same effect as though made at and as of such date (except (A) that those representations and warranties that are made address matters only as of a specified date need date, the accuracy of which shall be true and correct only determined as of such that specified date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such daterespects); (bc) Sellers Seller shall have performed performed, observed and complied in all material respects with the all obligations, agreements, covenants contained in and conditions required by this Agreement which are required to be performed and or complied with prior to or at Closing. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (e) Buyer shall have received Commitment Letters for each of the Replacement Bonds in form and substance acceptable to Buyer in its sole discretion. (f) All deliveries by Sellers on Seller set forth in Section 8.3(a) shall have been made. (g) Seller has delivered the Parent Guarantee, a copy of which is attached hereto as Exhibit L-1. (h) Seller shall have arranged for all Encumbrances (other than the Permitted Encumbrances) to be released and discharged at or prior to the Closing;. (ci) The simultaneous closing of the ▇▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the ClosingCreek Transaction.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsconditions being met or waived by Buyer: (a) Each and every representation and warranty of Seller contained in Article II shall be true and accurate in all respects on and as of the Execution Date and as of the Closing Date as if made on and as of such date except (i) as affected by transactions contemplated by this Agreement and (ii) to the representations and warranties extent that any such representation or warranty is made by Sellers as of a specified date, in Article V (in each case, other than the Fundamental Representations) which case such representation or warranty shall be have been true and correct in all respects as of such specified date; provided, however, that except with respect to the Fundamental Representations (which shall be true and correct in all respects), this condition shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such representations and warranties have had or would be reasonably likely to have a Material Adverse Effect (and disregarding any Material Adverse Effect or other materiality qualifier in Article II for purposes of this Section 6.2(a)). (b) Each and every representation and warranty of Seller contained in Article III shall be true and accurate in all respects on and as of the Execution Date and as of the Closing Date as though if made on and as of the Closing Date, such date except (Ai) as affected by transactions contemplated by this Agreement and (ii) to the extent that representations and warranties that are any such representation or warranty is made as of a specified date need be true and correct only as of date, in which case such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties representation or warranty shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be have been true and correct in all respects as of such specified date; provided, however, that except with respect to the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need and the representation and warranty set forth in Section 3.9(a) (which shall each be true and correct in all material respects only as respects), this condition shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such date;representations and warranties have had or would be reasonably likely to have a Material Adverse Effect (and disregarding any Material Adverse Effect or other materiality qualifier in Article III for purposes of this Section 6.2(b)). (bc) Sellers Seller shall have performed and complied in all material respects with the covenants contained in each and every covenant and agreement required by this Agreement which are required to be performed and or complied with by Sellers on or Seller prior to or at the Closing; (c) ▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and. (d) Sellers No Legal Proceeding shall, on the date of Closing, be pending before any court or Governmental Authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement (other than any such Legal Proceeding filed by Buyer or any of its Affiliates). (e) Seller shall have delivered, delivered or caused to be delivereddelivered (or be ready, willing and able to deliver at Closing) to Buyer all the documents and other items required to be delivered by Seller under Section 1.2(a). (f) Since the date of the items set forth in Section 4.3this Agreement, except for such deliveries whichthere shall not have occurred, by their nature, canand there shall not be made on or prior to exist at the Closing, any event or events that constitute, individually or in the aggregate, a Material Adverse Effect.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer Buyer’s obligation to consummate acquire the transactions contemplated by Property pursuant to this Agreement are shall be subject to the satisfaction (or to the extent permitted by Lawsatisfaction, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each all of the following conditionsconditions precedent, each of which may be waived by Buyer in its sole discretion: (a) Seller shall have performed, in all material respects, all of its covenants and obligations under this Agreement; and (ib) Seller shall have timely executed and delivered to Escrowee all of the items referred to in Section 11.2 hereof. (c) The JPMorgan Lease shall be in full force and effect. (d) All of the representations and warranties made by Sellers of Seller contained in Article V (in each case, other than the Fundamental Representations) Section 6.1 shall be true and correct correct, in all respects as of the Closing Date as though made on and material respects, as of the Closing Date, except as it may be extended by Seller pursuant to Section 1.1(f) (A) that representations and warranties that are made or, if applicable, as of a specified any earlier date need be true and correct only as when Closing was otherwise scheduled to occur hereunder in the absence of such date and (B) any exercise by Buyer of its right to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of extend the Closing Date as though made on and as of contemplated under Section 1.1(f)(ii) above), in each case with the Closing Date, except same not being “cured” by Seller such that such Fundamental Representations that the same are made as of a specified date need be true and correct in all material respects only as of such date;provided and during the same cure periods as described in Section 12.2 below. (be) Sellers The “Estoppel Threshold” shall have performed been satisfied pursuant to the terms and complied conditions of Section 4.3 above. If any of the conditions to Buyer’s obligations to acquire the Property under this Section 8.1 have not been satisfied within the time periods and in all material respects accordance with the covenants contained in terms set forth herein, then Buyer shall have the right, as its sole recourse, to terminate this Agreement which are required by written notice to be performed and complied with by Sellers Seller delivered on or prior to before the Closing; (c) Closing Date, in which event the E▇▇▇▇▇▇ Money Deposit shall have received a certificate signed by an executive officer of Sellers stating that be returned to Buyer, subject to the disbursement and payment release conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.33.1, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such deliveries whichfailure of condition constitutes a default on the part of Seller under any other provision of this Agreement, by their nature, cannot be made on or prior to in which case the Closingterms of Section 12.2 shall also apply.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditionsconditions being met: (a) (iEach and every representation of Seller in Sections 3.1 and 3.2(a) the representations and warranties made by Sellers in Article V (in each case, other than the Fundamental Representations) of this Agreement shall be true and correct accurate in all respects as of the Closing Date as though date when made on and shall be deemed to have been made again at and as of the time of Closing Date, except (A) that representations and warranties that are made shall at and as of a specified date need such time of Closing be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had a Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications accurate except as to materiality changes which are specifically contemplated by this Agreement or consented to, in writing, by Buyer. (b) Each and Material Adverse Effect contained every representation of Seller in such representations and warranties shall not be given effect Sections 3.2 (other than those contained in Section 5.53.2(a)) ), and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) 3.3 of this Agreement shall be true and correct accurate in all respects as of the Closing Date as though date when made on and shall be deemed to have been made again at and as of the time of Closing Date, except that such Fundamental Representations that are made and shall at and as of a specified date need such time of Closing be true and correct accurate except as to (i) changes which are specifically contemplated by this Agreement or consented to, in all material respects only as writing, by Buyer and (ii) any untrue or inaccurate representation which does not have a Material Adverse Effect; provided, however, that solely for the purposes of the condition to Buyer's obligations set forth in this Section 6.1(b), the provision set forth in such date;Sections 3.2 and 3.3 limiting the representations contained therein to Seller's "knowledge" or "Knowledge" (or the like) shall be deemed not written. (bc) Sellers Seller shall have performed and complied in all material respects with the covenants contained in (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement which are required to be performed and or complied with by Sellers on or Seller prior to or at the Closing;. (cd) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (e) The Purchase Price adjustment pursuant to Section 2.3b(ii) herein, if any, does not exceed five percent (5%) of the Base Purchase Price. (f) All other conveyance documents reasonably required to transfer, convey and assign the Assets to Buyer shall have been entered into by the applicable Seller Parties. (g) The Buyer shall have approved the form and substance of the conveyance instruments pursuant to which DPLP transfers, conveys and assigns the DPLP Oil and Gas Assets held by it to Seller or its designee. (h) ▇▇▇▇▇▇ Oil Corporation shall (a) have consented in writing to the substitution of Buyer's designee for DFR as the 45% venturer in the Gathering Joint Venture in form reasonably acceptable to Buyer, including, without limitation, the right in favor of Buyer's designee to cause the Gathering Joint Venture to make an election under Section 754 of the Code effective prior to the Closing and (b) execute the Agreement and Assignment of Joint Venture Interest, Substitution of Venturer and Amendment to Joint Venture Agreement attached as Exhibit H-3 hereto. (i) Seller shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) corrected and Section 9.2(b) have been satisfied; and (d) Sellers Buyer shall have delivered, or caused to be delivered, to Buyer approved the correction of all of the items incorrect recording references set forth in the schedules for the leases which comprise a portion of the Oil and Gas Properties contained in item (i) of Parts I and II of Exhibit B. (j) Seller shall use its good faith efforts to obtain the agreement by Dow to release DPLP from its indemnity obligations under the conveyance instruments executed in connection with the conveyance to Dow of those certain lignite properties pursuant to that certain Notice of Exercise of Option to Purchase dated February 17, 1997 in exchange for a replacement indemnity from Seller. (k) Seller shall have conveyed all of its right, title and interest in and to the LandPro 6.0 PC-based software system and the PC/CORES software system manufactured by Mentor Consultants, Inc. to DPLP pursuant to a ▇▇▇▇ of sale approved as to form and substance by Buyer. (l) Seller shall have provided Buyer true and correct copies of the contracts and agreements listed on Schedule 6.1(l) hereto and such contracts and agreements shall not, in the reasonable good faith opinion of Buyer (i) materially and adversely affect the value, usefulness, operations or marketability of the Assets subject thereto, (ii) unduly restrict the Buyer or any of its Affiliates or their ability to conduct their respective businesses, or (iii) subject Buyer or its Affiliates to any material obligation or liability not customarily incurred in the oil and gas industry, or (iv) contain any other unduly and materially burdensome provision. (m) Upon Buyer's written request, Seller shall have made, and Seller shall have caused the applicable Seller Parties to make an election under Section 4.3, except for such deliveries which, by their nature, cannot be made on or 754 of the Code effective prior to the ClosingClosing with respect to any of the Assets, the Lignite Assets or the Gathering System that is or are subject to or affected by any tax partnership agreement. If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before September 30, 1997 ("Termination Date"), and in either case Buyer is not in breach of its obligations hereunder in the absence of Seller also being in breach, this Agreement may, at the option of Buyer, be terminated.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate the transactions contemplated by this Agreement Closing are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), on or prior to the Closing Date, of each of the following conditions: : 16 (a) (i) the representations and warranties made by Sellers in Article V Section 5.02 (in each case, other than the Fundamental Representations) shall be true and correct in all respects as of the date of this Agreement and the Closing Date with the same force and effect as though made on and as of the Closing DateDate (without giving effect to materiality, Material Adverse Effect or similar phrases), except (A) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of such dates has not had or would not reasonably be expected to have a Material Adverse Effect (provided that for purposes of the foregoing clausesEffect, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 5.02(a), Section 5.02(b), Section 5.02(c) and Section 5.2 5.02(d) (collectively, the “Fundamental Representations”) shall be true and correct (without giving effect to materiality, Material Adverse Effect or similar phrases) in all material respects as of the Closing Date as though made on and as of the date of this Agreement and the Closing Date, except that such Fundamental Representations and warranties that are made as of a specified date or period need be true and correct (in the applicable manner described above) in all material respects only as of such date; date or period; (b) Sellers Seller shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and or complied with by Sellers Seller under this Agreement on or prior to the Closing; Closing in all material respects; (c) ▇▇▇▇▇ shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied; and (d) Sellers Seller shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior 4.04; (d) the Sale Order relating to the Closing.terms of this Agreement and the authorization of the consummation of the Transaction shall be in form and substance acceptable to Buyer and consistent with the terms of this Agreement; Section

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to consummate purchase and pay for the transactions contemplated by this Agreement Purchased Assets and assume the Assumed Liabilities are subject to the satisfaction (or to the extent permitted by Law, written waiver by Buyer in its sole discretion), fulfillment on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing by Buyer: (a) (i) the The representations and warranties of Seller and Seller Parent made by Sellers in Article V (in each caseSections 5.1, other than the Fundamental Representations) 5.2, 5.4, 5.16, 5.26, and 6.1 of this Agreement shall be true and correct in all respects as of the Closing Date as though made on date hereof and as of the Closing Date, as though made on such date (except (A) that for those representations and warranties that are made refer to facts existing at a specific date, which shall be true, correct and complete as of a specified date need such date); and (ii) the other representations and warranties of Seller and Seller Parent made in this Agreement shall be true and correct only (without giving effect to any limitation on any representation or warranty indicated by the words “Business Material Adverse Effect,” “in all material respects,” “in any material respect,” “material” or “materially”) as of the date hereof and as of the Closing Date, as though made on such date (except for those representations and warranties that refer to facts existing at a specific date, which shall be true, correct and complete as of such date and (B) to the extent date), except where the failure of such representations and warranties to be so true and correct as of such dates has would not had reasonably be expected to have a Business Material Adverse Effect (provided that for purposes of the foregoing clauses, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in Section 5.5)) and (ii) the representations and warranties set forth in Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all material respects only as of such dateEffect; (b) Sellers Seller and Seller Parent shall have performed and or complied in all material respects with the all obligations and covenants contained in required by this Agreement which are required and the other Transaction Documents to be performed and or complied with by Sellers on Seller and Seller Parent, as applicable, at or prior to the Closing. Seller and Seller Parent each shall have delivered to Buyer a certificate, dated the Closing Date and signed by an authorized officer, confirming the satisfaction of the conditions provided in Sections 9.1(a) and (b); (c) ▇▇▇▇▇ No Order prohibiting, preventing or making illegal the purchase and sale contemplated by this Agreement or the consummation of the Transactions shall be in effect, and no Proceeding shall have received been instituted and be pending before any Governmental Entity to restrain or prohibit any of the Transactions; (d) Each of the consents identified on Schedule 9.1(d) of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) Since the date of this Agreement, there shall not have occurred a Business Material Adverse Effect; (f) Seller shall have delivered to Buyer a certificate signed executed by the Secretary of Seller certifying that attached thereto is (i) a true and complete copy of the certificate of incorporation of Seller, as in effect on the Closing Date, certified by an executive officer appropriate authority of Sellers stating that the conditions specified State of Nevada, (ii) a true and complete copy of the Bylaws of Seller, as in Section 9.2(aeffect on the Closing Date, and (iii) true and Section 9.2(b) complete copies of resolutions of Seller’s directors and sole shareholder, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the Transactions, which resolutions shall not have been satisfiedmodified, rescinded or revoked; (g) Seller shall have delivered to Buyer a good standing certificate from the State of Nevada certifying as to Seller’s good standing and payment of all applicable Taxes due and payable by Seller prior to the Closing Date; and (dh) Sellers Seller shall have delivered, or caused made all the deliveries required to be delivered, made by Seller pursuant to Buyer all of the items set forth in Section 4.3, except for such deliveries which, by their nature, cannot be made on or prior to the Closing3.2(b).