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

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to the following conditions precedent: A. The representations, warranties and covenants made by Seller herein to Buyer shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by of the Seller herein to Buyer contained in Article IV shall be true and correct 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 the Transactions, and (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 on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and specified date. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived in writing by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. (c) The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders a duly authorized officer of Seller dated the Closing Date, representing and certifying in such detail as Buyer may reasonably request that the conditions set forth in Section 9.1 (a) and (b) have been fulfilled. (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 authorize restrain, prohibit, or obtain damages or other relief in connection with the execution and delivery consummation (in whole or in part) of the Agreement Transactions. (e) 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 as Exhibit 9.1(e) in all material respects (the “Assignment”). (f) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the consummation of the transactions contemplated herebyTreasury Regulations promulgated thereunder. E. Seller (g) Buyer shall have fully performed received, in form and substance reasonably satisfactory to Buyer, all covenants other agreements, instruments and documents which are required by other terms of Seller in this Agreement which must to be performed executed or delivered by Seller on or before any other Party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations(a) All the representations and warranties of Seller contained in this Agreement, warranties and covenants made by Seller herein in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to Buyer the Closing Date, shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date such date, except as affected by transactions permitted by this Agreement, and except 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. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the ClosingClosing Date, and no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all localconsents, state and federal approvals, authorizations, licenses, orders or permits set forth on Schedule -------- 5.7; and no other authorizations necessary for Buyer consent, approval, authorization, license, order or permit of, --- or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to conduct the Business in the State of . C. The assets comply with which would have a Material Adverse Effect, shall be required to be purchased made or obtained by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporatedSubsidiary in connection with the execution, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors delivery and shareholders performance of Seller to authorize the execution and delivery of the this Agreement and the consummation of the transactions contemplated hereby. E. Seller (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on expired or before the Closingbeen terminated. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective(f) GP Approval shall have been obtained.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard) and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the ClosingClosing be true and accurate in all material respects (except that where any statement in a representation and warranty expressly includes a standard of materiality, such statement shall be true and accurate in all respects giving effect to such standard), except as to changes specifically contemplated by this Agreement or consented to by ▇▇▇▇▇. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders 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. (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 seeking to authorize the execution and delivery of the Agreement and restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a release of any liens covering or affecting the Properties, executed in recordable form in form and substance agreeable to Buyer. (f) Buyer shall have received conveyances of the Properties executed and delivered by Seller, which conveyances shall be substantially in the form of the instruments attached hereto as Exhibit 9.1(f) in all covenants material respects (collectively the "Conveyance"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to ▇▇▇▇▇, executed and delivered by Seller in pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to the following conditions precedent: A. The representations, warranties and covenants made by Seller herein to Buyer shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to the Closing. B. Buyer ▇. ▇▇▇▇▇ shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller ▇. ▇▇▇▇▇▇ shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer ▇. ▇▇▇▇▇ may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer ▇▇▇▇▇ to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to close the transactions contemplated under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations(a) All of the representations and warranties of Sellers contained in Article IV considered collectively, and each of the representations and warranties and covenants made by Seller herein to Buyer of Sellers contained in Article IV considered individually shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of such date, except to the extent that any such representation or warranty (i) 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 or (ii) contains an express materiality qualification, in which case such representation or warranty shall have been true and correct in all respects on and as of the Closing, Closing Date as if made on and Seller as of such date. (b) Sellers shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Sellers prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller Sellers shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an executive officer of Seller to authorize the execution and delivery Sellers dated as of the Agreement 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. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received original releases of all covenants Liens (except Permitted Encumbrances) burdening any of the Properties, executed and acknowledged in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received an assignment of the Properties prepared, executed, acknowledged and delivered by Sellers in a form substantially similar to the instrument attached hereto as Exhibit D (the “Assignment”) for each county, state, and federal Governmental Entity at which an assignment is required to be filed or submitted by Applicable Law or in order to provide notice of its contents to third parties or to effect the transfer of the Properties to Buyer. (g) Buyer shall have received from Seller in all requests for authorizations, consents or approvals required by the Bureau of Indian Affairs or the Bureau of Land Management with respect to the assignment of all the Subject Leases subject to such Governmental Entity’s jurisdiction. (h) Buyer shall have received a certificate that each of the Sellers is not a “foreign person”, executed and delivered by Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (i) Buyer and Sellers shall have agreed to a form of Side Letter, and Buyer shall have received a copy of the same, executed by Sellers. (j) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on Sellers to Buyer prior to or before in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of Buyer under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions, which conditions precedentmay be waived only by Buyer and, if not fulfilled, shall be deemed waived upon Closing: A. (a) The representations, representations and warranties and covenants made by of each Seller herein contained shall have been true and correct as of the date hereof in all material respects and shall continue to Buyer be true and correct as of the Closing Date in all material respects with the same force and effect as though made as of the Closing Date; provided, 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 material respects on respects. (b) Each Seller shall have performed or complied with all the obligations, agreements and covenants of such Seller herein contained or contained in any other document executed in connection with this Agreement to which any Seller is a party to be performed by it prior to or as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part Date. (c) All deliveries required to be performed and complied with on or prior to the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State made by each Seller under Section 2.7(a) of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer this Agreement on or before the Closing a certificate executed Date shall have been received by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyBuyer. E. Seller (d) From the date of this Agreement, there shall not have fully performed all covenants occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of Seller time, could reasonably be expected to result in this Agreement which must be performed by Seller on or before the Closinga Material Adverse Effect. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by Seller herein to Buyer of Sellers contained in Article IV shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date 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 the Closinga 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 Seller (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 shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Sellers prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller Sellers shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an executive officer of Seller to authorize the execution and delivery Sellers dated as of the Agreement 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. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a release of Liens with respect to the Properties, executed in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received an assignment of the Properties executed and delivered by Sellers, which assignment shall be substantially in the form of the instrument attached hereto as Exhibit D in all covenants material respects (the “Assignment”). (g) Buyer shall have received a certificate that each of Seller in the Sellers is not a “foreign person”, executed and delivered by Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on Sellers or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time (i) If applicable, the waiting period under the HSR Act shall have expired or been terminated. (j) Evidence of replacement bonds guarantees and from time letters of credit, pursuant to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effectiveSection 12.10.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement to purchase and pay for the Assets and assume the Assumed Liabilities are subject to the fulfillment on or prior to the Closing of the following conditions precedentconditions, any one or more of which may be waived by Buyer: A. (a) The representations, representations and warranties of Seller made in this Agreement and covenants made by Seller herein to Buyer the other Transaction Documents shall be true true, complete and correct in all material respects on as of the date of this Agreement and as of the Closing Date with the same effect Date, as if such representations, warranties and covenants had been though made on such date, except for those representations and warranties which refer to facts existing at a specific date, which shall be true, complete and correct as of date of such date, in each case subject to the Closing, and standard set forth in the introductory paragraph in Article V. Seller shall have performed and or complied in all material respects with all agreements, obligations and covenants required by this Agreement and conditions on their part required the other Transaction Documents to be performed and or complied with by Seller at or prior to the Closing. Seller shall have delivered to Buyer a certificate, dated the Closing Date, and signed by an authorized officer of Seller confirming the matters set forth in the two preceding sentences. (b) Any waiting period (and any extension thereof) under the HSR Act applicable to the Transactions shall have expired or shall have been terminated. (c) No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any Governmental or Regulatory Body prohibiting or preventing the purchase and sale contemplated by this Agreement or the consummation of a material portion of the Transactions to be effected at the Closing shall be in effect. No litigation at law or in equity, no arbitration proceedings, and no proceeding before or by any Governmental or Regulatory Body, in each case, that has a reasonable likelihood of success, shall be pending, or to the Knowledge of Seller, threatened, to which any of Seller or Buyer is or may be a party, challenging or seeking to restrain or prohibit the transactions contemplated by this Agreement. (d) All Governmental Authorizations set forth on or Schedule 5.4 shall have been obtained; provided, however, that the Governmental Authorizations listed on Schedule 7.1(d) need not be obtained prior to the Closing. B. Buyer (e) The facilities clearance requirements of the Defense Security Service of the United States Department of Defense ("DSS"), as set forth in the relevant Industrial Security Regulation and the National Industrial Security Program Operating Manual, as may be amended from time to time, shall have been obtained. (f) All approvals and actions of or by, and all notices to, all Governmental or Regulatory Bodies, other than those set forth in Sections 7.1(b), (d) or (e) above, which are necessary to consummate the Transactions shall have been obtained all localor taken place, state other than such approvals, actions and federal licensesnotices the failure to obtain of which, permits and other authorizations necessary for Buyer to conduct the Business individually or in the State of aggregate, would not have a Business Material Adverse Effect. C. The assets (g) Any and all consents, waivers, approvals, authorizations and notices which are necessary to be purchased by Buyer consummate the Transactions or which, if not obtained or delivered, as applicable, would render legally impermissible the transfer of any Material Contract or material portion of the Assets shall have been obtained or delivered, other than such consents, waivers, approvals, authorizations and notices the Business shall failure to obtain of which, individually or in the aggregate, would not have been adversely affected in any material way (whether or a Business Material Adverse Effect; provided, however, that the consents, waivers, approvals, authorizations and notices set forth on Schedule 7.1(g) need not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered be obtained prior to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. (h) Seller shall have executed and delivered this Agreement and each of the Ancillary Agreements to which it is to be a party. (i) At its sole cost and expense, Buyer may at any time shall have received from a reputable title insurance company selected by Buyer (the "Title Company") a title insurance policy or the marked commitments or binders thereof (the "Title Policy") issued to Buyer with respect to the Maryland Real Property, insuring Buyer and from time issued as of the Closing Date by the Title Company, insuring Buyer's title to time waive any one or more the Maryland Real Property and improvements thereon, listing no exceptions affecting the real property other than Permitted Liens, together with a zoning endorsement in form reasonably acceptable to Buyer. In conjunction with the receipt of the foregoing conditionsTitle Policy, but any the Title Company shall report (A) no building code violations materially adverse to the use or utility of the Maryland Real Property in a manner consistent with the use thereof immediately prior to the date of this Agreement and (B) that a certificate of occupancy with respect to the Maryland Real Property is not required or that, if required, such waiver must be in writing executed by Buyer to be effectivecertificate has been issued. (j) Between the date of this Agreement and the Closing Date, there shall have been no Business Material Adverse Effect.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by of Seller herein to Buyer contained in Article IV shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date with in the same effect language) on and as of the Closing Date as if such representations, warranties and covenants had been made on and as of date 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 the Closinga specified date, in which case such representation or warranty shall have been true and correct 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, without giving effect to any materiality qualifier in such representations and warranties. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders 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. (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 seeking to authorize the execution and delivery of the Agreement and restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Provided a filing is made pursuant to Section 7.15, all applicable waiting periods specified under the HSR Act with respect to the transactions contemplated by this Agreement shall have fully performed terminated. (f) Buyer shall have received a release of Liens with respect to the Oil and Gas Assets, executed in recordable form by the Senior Lender, and in form and substance agreeable to Buyer. (g) Buyer shall have received an assignment of the Oil and Gas Assets executed and delivered by Seller, which assignment shall be substantially in the form of the instrument attached as Exhibit E in all covenants material respects (the “Assignment”). (h) Buyer shall have received a deed conveying certain of the Oil and Gas Assets executed and delivered by Seller, which deed shall be substantially in the form of the instrument attached as Exhibit F in all material respects (the “Deed”). (i) Buyer shall have received a certificate of non-foreign status in the form attached as Exhibit G, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (j) Each Person on behalf of whom a certificate representing Buyer Common Stock is to be delivered to Seller at Closing pursuant to Section 2.6(c) or Selling Member shall have provided to Buyer a representation in a form reasonably satisfactory to Buyer (i) with respect to the matters set forth in Section 4.21 and (ii) such additional information as Buyer may reasonably require to include the shares of Buyer Common Stock to be received by such Person in the Registration Statement. (k) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations obligation of Buyer under to consummate the transaction contemplated by this Agreement are is subject to the satisfaction, on or prior to the Closing, of the following conditions precedent:(any one or more of which may be expressly waived by Buyer solely in writing): A. (a) Buyer shall have obtained any required government approvals or necessary third-party consents. (b) Sellers shall have satisfied and removed, to the satisfaction of the Title Company and Buyer, all requirements for issuance of the Title Insurance Policy as disclosed in Section I-Schedule B to the Commitment for Title Insurance identified as File No. 630751-WA, Seventeenth Commitment, prepared by First American Title Company, 2 ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ID with a Commitment Date of September 17, 2021 (the “Title Commitment”); and Buyer shall be satisfied, in its sole and absolute discretion, that the Title Insurance Policy will be issued upon the Closing subject only to the Permitted Exceptions and shall be in a form, inclusive of endorsements thereto, required by Buyer in its sole and absolute discretion. (c) The representations, representations and warranties of Sellers contained herein shall have been true and covenants correct when made by Seller herein to Buyer and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been though made on at and as of such date (except those representations and warranties that address matters only as of the Closinga specified date, which shall be true and Seller correct as of that specified date).. (d) Sellers shall have performed and complied with all agreements, covenants and conditions on their part required by this Agreement to be performed and complied with on or by Sellers prior to the or at Closing. B. Buyer (e) The Title Insurance Policy shall be issued at the Closing, dated as of the Closing Date, subject to no Encumbrances or exceptions other than the Permitted Exceptions. (f) All actions and deliveries by Sellers set forth in Section 8.2 shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of been made. C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local(c) No suit, state and federal licensesaction or other proceedings shall, permits and on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other authorizations necessary for Buyer to conduct the Business relief in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated herebyby this Agreement. E. (d) Buyer shall have received (or shall have received confirmation of the matters contained therein, to be followed within five days after Closing by receipt of) an opinion ▇▇▇▇▇▇ ▇▇▇▇▇▇, A Professional Corporation, counsel for Seller, dated the Closing Date and substantially in the form of EXHIBIT 5.1(d). (e) Seller shall have fully performed contemporaneously consummated the transactions under the Senior Credit Facility and shall have delivered a Standstill Agreement in favor of Buyer substantially in the form of that certain Standstill Agreement dated December 28, 1998 among Seller and certain of its affiliates. (f) Buyer shall have reviewed and reasonably approved the use of proceeds of the sale of the Preferred Shares and shall have paid to EnCap Investments, L.L.C. a $100,000 placement fee in cash. (g) Seller shall have paid all covenants outstanding invoices of ▇▇▇▇▇▇▇▇ & Knight, L.L.P., as counsel to Buyer and its affiliates, rendered in connection with various prior and ongoing transactions between Buyer and its affiliates and Seller and its affiliates, an invoice from ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & West PLLC in the amount of approximately $11,000, and an invoice from Well Springs in the amount of approximately $13,000. If any such condition on the obligations of Buyer under this Agreement which must be performed by Seller is not met as of the Closing Date, or in the event the Closing does not occur on or before the ClosingClosing Date, and (in either case) Buyer is not in breach of its obligations hereunder in the absence of Seller also being in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The All obligations of Buyer under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions, which conditions precedentmay be waived only by Buyer and, if not fulfilled, shall be deemed waived upon Closing: A. (a) The representations, representations and warranties and covenants made by of Seller herein contained shall have been true and correct as of the date hereof in all material respects and shall continue to Buyer be true and correct as of the Closing Date in all material respects with the same force and effect as though made 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 all respects); provided, 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 material respects on respects. (b) Seller shall have performed or complied with all the obligations, agreements and covenants of Seller herein contained to be performed by it prior to or as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part Date. (c) All deliveries required to be performed and complied with on or prior to the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State made by Seller under Section 2.7(a) of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer this Agreement on or before the Closing a certificate executed Date shall have been received by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyBuyer. E. Seller (d) Buyer shall have fully performed all covenants obtained, on terms and conditions substantially as set forth in that certain commitment letter (the “Commitment Letter”) of Seller SunTrust Bank and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. dated January 31, 2014, the financing needs in this Agreement which must be performed by Seller on or before order to fund the ClosingBase Purchase Price. F. (e) Seller’s EBITDA for the fiscal year ending December 31, 2013, as determined using the 2013 Audited Financial Statements, shall not have been less than $6,900,965. (f) Buyer may shall have obtained a transaction risk insurance policy (the “Representation and Warranty Insurance Policy”), to become effective at any time and from time or prior to time waive any one or more of the foregoing conditionsClosing, but any such waiver must be in writing executed that provides coverage for Breaches by Seller, as determined by Buyer in its sole discretion, of not less than $15,000,000 with respect to be effectivethe Contemplated Transactions.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The ------------------------------------------------ obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations(a) All the representations and warranties of Seller contained in this Agreement, warranties and covenants made by Seller herein in any agreement, instrument or document delivered pursuant hereto or in connection herewith on or prior to Buyer the Closing Date, shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date such date, except as affected by transactions permitted by this Agreement, and except 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. For the sole purpose of determining whether or not any of such representations and warranties are true and correct as aforesaid on and as of the ClosingClosing Date, and no effect shall be given to any materiality qualification contained in such representation or warranty. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer (c) No suit, action or other proceedings shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (d) There shall have been obtained any and all localconsents, state and federal approvals, authorizations, licenses, orders or permits set forth on Schedule -------- 5.7; and no other authorizations necessary for Buyer consent, approval, authorization, license, order or permit of, --- or declaration, filing or registration with, or notification to, any Governmental Entity, or any other Person or entity, the failure to conduct the Business in the State of . C. The assets comply with which would have a Material Adverse Effect, shall be required to be purchased made or obtained by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporatedSubsidiary in connection with the execution, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors delivery and shareholders performance of Seller to authorize the execution and delivery of the this Agreement and the consummation of the transactions contemplated hereby. E. Seller (e) All waiting periods (and any extensions thereof) applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on expired or before the Closingbeen terminated. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of each Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Each Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by each Seller prior to or at the Closing. B. Buyer shall have obtained all local(c) No suit, state and federal licensesaction or other proceedings shall, permits and on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other authorizations necessary for Buyer to conduct the Business relief in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (d) BMC Inc. shall have fully performed executed and delivered to Future Texas an assignment of its interest in BMC LP substantially in the form attached hereto as Exhibit 6.1(d) in all covenants material respects. (e) BMC LP shall have not sold, transferred or otherwise disposed of Seller any of the Partnership Properties listed in the attached Exhibit 6.1(e), except that BMC LP shall be permitted to assign to BMC Inc. the interest of BMC LP in the Logu▇-▇▇▇▇▇▇ ▇▇. 1 well located in Grant County, Oklahoma, either prior to or contemporaneously with the Closing. If any such condition on the obligations of Buyer under this Agreement which must be performed by Seller is not met as of the Closing Date, or in the event the Closing does not occur on or before the ClosingClosing Date, and (in either case) Buyer is not in breach of its obligations hereunder in the absence of a Seller also being in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Sections 5.2 and Article XIV which will survive such termination). F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to the following conditions precedent: A. The representations, warranties and covenants made by Seller herein to Buyer shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of ______. C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by Seller herein to Buyer every representation and warranty of Sellers under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and Seller accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Sellers shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Sellers prior to or at the Closing. B. Buyer shall have obtained all local(c) No suit, state and federal licensesaction or other proceedings shall, permits and on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other authorizations necessary for Buyer to conduct the Business relief in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller shall have fully performed all covenants (d) The Purchase Price reduction arising under Section 8 hereof will not reduce the Purchase Price by more than twenty five percent (25%) (inclusive of Seller in exercised preferential purchase rights). If any such condition on the obligations of Buyer under this Agreement which must be performed by Seller is not met as of the Closing Date, or in the event the Closing does not occur on or before December 29, 2000 (herein called the Closing"Termination Date"), and in either case Buyer is not in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by Seller herein to Buyer of Sellers contained in Article IV shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date 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 the Closinga 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 Seller (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 shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Sellers prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller Sellers shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an executive officer of Seller to authorize the execution and delivery Sellers dated as of the Agreement 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. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a release of Liens with respect to the Properties, executed in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received an assignment of the Properties executed and delivered by Sellers, which assignment shall be substantially in the form of the instrument attached hereto as Exhibit D in all covenants material respects (the “Assignment”). (g) Buyer shall have received a certificate that each of Seller in the Sellers is not a “foreign person”, executed and delivered by Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on Sellers or before any other party to Buyer prior to or in connection with the Closing. F. (i) If applicable, the waiting period under the HSR Act shall have expired or been terminated. (j) Buyer may at any time shall have provided Sellers with evidence of replacement bonds, guarantees and from time letters of credit, pursuant to time waive any one or more Section 12.10, provided however, in the case of the foregoing conditionsreplacement bonds, but any Buyer shall use their Reasonable Best Efforts to obtain all such waiver must be in writing executed by Buyer to be effectivereplacement bonds.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by of Seller herein to Buyer contained in Article IV shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date 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 the Closinga specified date, in which case such representation or warranty shall have been true and correct in all 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) Seller shall have performed and complied in all respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an officer of Seller to authorize the execution and delivery dated as of the Agreement Closing Date, representing and certifying that the conditions set forth in subsections (a) and (b) above have been fulfilled. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a conveyance of the Properties executed and delivered by Seller, which conveyance shall be substantially in the form of the instrument attached hereto as Schedule 9.1(e) in all covenants material respects (the "Conveyance"). (f) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller in pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (g) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to close the transaction contemplated under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and accurate in all respects except as to changes expressly provided in this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived in writing by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer (c) All preferential purchase rights affecting the Property shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer expired or been waived in writing at or prior to conduct the Business in the State of Closing. C. The assets (d) No suit, action or other proceedings shall, on the date of Closing be pending or threatened before any court or governmental agency seeking to be purchased by Buyer and the Business shall not have been adversely affected restrain, prohibit, or obtain damages or other relief in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants by this Agreement. If any of Seller in this Agreement which must be performed by Seller such conditions are not met as of the Closing Date, or if Closing does not occur on or before the ClosingClosing Date (and there is no basis under this Agreement to extend Closing Date) and, in either case Buyer is not in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Section14 hereof, which will survive such termination). F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by of Seller herein to Buyer contained in Article IV shall be true and correct 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) shall be true and correct on and as of the Closing Date, except (i) 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 on and (or, to the extent that such representations or warranties are qualified by materiality, in all respects) as of the Closing Date with the same effect such specified date, (ii) as if such representations, warranties and covenants had been made on and as of date of the Closingaffected by transactions contemplated or permitted by this Agreement, and (iii) any such inaccuracies or breaches which, individually or in the aggregate, would not reasonably be expected to result in Buyer's Losses in excess of $5,000,000. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders president or chief executive officer 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. (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 seeking to authorize the execution and delivery of the Agreement and restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed 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. (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 covenants material respects (the "Assignment"). (g) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller in pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by of Seller herein to Buyer contained in Article IV shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date 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 the Closinga specified date, in which case such representation or warranty shall have been true and correct in all 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) Seller shall have performed and complied in all respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an officer of Seller to authorize the execution and delivery dated as of the Agreement Closing Date, representing and certifying that the conditions set forth in subsections (a) and (b) above have been fulfilled. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a conveyance of the Properties executed and delivered by Seller, which conveyance shall be substantially in the form of the instrument attached hereto as Schedule 9.1(e) in all covenants material respects (the “Conveyance”). (f) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller in pursuant to Section 1445 of the Code and the regulations promulgated thereunder. (g) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on or before any other party to Buyer prior to or in connection with the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, (a) Each of the representations and warranties and covenants made by Seller herein to Buyer of Sellers contained in Article IV shall be true and correct in all material respects as of the date made (and having been deemed to have been made again on and as of the Closing Date with Date), except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the same effect as if extent that any such representations, warranties and covenants had been representation or warranty is made on and as of date a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of the Closingsuch specified date, and Seller (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 shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Sellers prior to or at the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancec) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller Sellers shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders an executive officer of Seller to authorize the execution and delivery Sellers dated as of the Agreement 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. (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 seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (e) Buyer shall have fully performed received a release of Liens with respect to the Properties, executed in recordable form by the Lender, and in form and substance agreeable to Buyer. (f) Buyer shall have received an assignment of the Properties executed and delivered by Sellers, which assignment shall be substantially in the form of the instrument attached hereto as Exhibit D in all covenants material respects (the “Assignment”). (g) Buyer shall have received a certificate that each of Seller in the Sellers is not a “foreign person”, executed and delivered by Sellers that complies with Section 1445 of the Code and the United States Department of Treasury regulations promulgated thereunder. (h) Buyer shall have received all other agreements, instruments and documents which are required by other terms of this Agreement which must to be performed executed or delivered by Seller on Sellers or before any other party to Buyer prior to or in connection with the Closing. F. (i) If applicable, the waiting period under the HSR Act shall have expired or been terminated. (j) Evidence of replacement bonds guarantees and letters of credit, pursuant to Section 12.10. (k) Buyer may at any time shall have received the Participation Option Agreement, executed and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed delivered by Buyer to be effectiveSellers.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to the following conditions precedent: A. The representations, warranties and covenants made by Seller herein to Buyer shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of the date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to before the Closing. B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, the act of God or any labor labour dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under Buyer's obligation to acquire the Property pursuant to this Agreement are shall be subject to the satisfaction, prior to the Closing Date, of all of the following conditions precedent, each of which is for the benefit of Buyer and may be waived by Buyer in its sole discretion: A. The representations(a) there shall have been no material damage to the Property since the Contract Date resulting in costs of repair exceeding the sum of One Hundred Thousand Dollars ($100,000.00); (b) there shall have been no notice given to Seller or Buyer, nor shall Seller or Buyer have any knowledge, of any pending or contemplated condemnation of any material portion of the Real Property, any impairment of access to any material portion of the Real Property or any material violation of any portion of the Property with any Legal Requirement; (c) all representations and warranties and covenants made by of Seller herein to Buyer set forth in the Agreement shall be true and correct in all material respects on and as of the Closing Date with Date, except to the same effect as if extent such representationsrepresentations or warranties relate to a specific date, warranties in which case they shall be true and covenants had been made on and correct in all material respects as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to the Closingsuch specific date. B. Buyer (d) Seller shall have obtained all localconsents from, state given all notices to, and federal licensesmade all filings and registrations with, permits and any governmental body or authority, or any other authorizations necessary for Buyer person or entity, which are required to conduct be obtained, given or made in connection with the Business assignment of the Operating Permits to Lessee; (e) there shall have been no material adverse change in the State financial condition of .the Property or the underlying golf courses and related operations since the Contract Date; C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurancef) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered performed, in all material respects, all of its covenants and obligations under this Agreement; (g) All Licenses and Permits and all Operating Permits necessary for the conduct of business at the Property as currently conducted shall have been assigned or reissued to either Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby.Lessee, as appropriate; and E. (h) Seller shall have fully performed timely executed and delivered to Escrowee all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing. F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be items referred to in writing executed by Buyer to be effectiveSection 11.2 hereof.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of each Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Each Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by each Seller prior to or at the Closing. B. Buyer shall have obtained all local(c) No suit, state and federal licensesaction or other proceedings shall, permits and on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other authorizations necessary for Buyer to conduct the Business relief in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated herebyby this Agreement. E. Seller (d) BMC Inc. shall have fully performed executed and delivered to Future Texas an assignment of its interest in BMC LP substantially in the form attached hereto as Exhibit 6.1(d) in all covenants material respects. (e) BMC LP shall have not sold, transferred or otherwise disposed of Seller any of the Partnership Properties listed in the attached Exhibit 6.1(e), except that BMC LP shall be permitted to assign to BMC Inc. the interest of BMC LP in the ▇▇▇▇▇-▇▇▇▇▇▇ No. 1 well located in Grant County, Oklahoma, either prior to or contemporaneously with the Closing. If any such condition on the obligations of Buyer under this Agreement which must be performed by Seller is not met as of the Closing Date, or in the event the Closing does not occur on or before the ClosingClosing Date, and (in either case) Buyer is not in breach of its obligations hereunder in the absence of a Seller also being in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Sections 5.2 and Article XIV which will survive such termination). F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer under this Agreement are subject to each of the following conditions precedentbeing met: A. The representations, warranties (a) Each and covenants made by every representation of Seller herein to Buyer under this Agreement shall be true and correct accurate in all material respects on as of the date when made and shall be deemed to have been made again at and as of the time of Closing Date with the same effect as if such representations, warranties and covenants had been made on shall at and as of date such time of the Closing, Closing be true and accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (b) Seller shall have performed and complied in all material respects with all agreements(or compliance therewith shall have been waived by Buyer) each and every covenant, covenants agreement and conditions on their part condition required by this Agreement to be performed and or complied with on or by Seller prior to or at the Closing. B. Buyer shall have obtained all local(c) No suit, state and federal licensesaction or other proceedings shall, permits and on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other authorizations necessary for Buyer to conduct the Business relief in the State of . C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances. D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and connection with the consummation of the transactions contemplated hereby. E. Seller shall have fully performed all covenants by this Agreement. If any such condition on the obligations of Seller in under this Agreement which must be performed by Seller is not met as of the Closing Date, or in the event the Closing does not occur on or before the ClosingClosing Date, and (in either case) Buyer is not in breach of its obligations hereunder in the absence of Seller also being in breach of its obligations hereunder, this Agreement may, at the option of Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under SECTIONS 6.1 and 7.1(c) and ARTICLE XVII which will survive such termination). F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.