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-7- <br /> shall have been issued, enforced or applied so as to have, and no Claim shall <br /> have been made or commenced by any Governmental Entity or other person that, <br /> if successful, would have the effect of prohibiting the consummation of the <br /> Transactions or any of the other transactions consummated in this Agreement or <br /> any related agreement, or imposing material damages or sanctions on any Party <br /> in connection therewith; <br /> (c) no written notice shall have been received by any Party from any Governmental <br /> Entity indicating an intent to restrain,prevent,materially delay or restructure the <br /> Transactions;and <br /> (d) the Parties shall have obtained all necessary approvals,consents and waivers. <br /> 4.2 Conditions to Obligations of Transferor. The obligation of each Transferor to <br /> consummate the Transactions is further subject to the satisfaction at or prior to Closing of the <br /> following conditions(unless expressly waived by the Transferor in writing): <br /> (a) the representations and warranties of the Transferee contained in Section 2 of this <br /> Agreement shall be true and correct in all material respects at and as of the <br /> Effective Date and the Closing Date as if made at and as of such time,except for <br /> (i)changes permitted or contemplated by this Agreement and(ii)representations <br /> and warranties which are given or made at or as of a specific date,in which event <br /> they shall be true and correct only at or as of such date; and <br /> (b) the Transferee shall have performed in all material respects its obligations under <br /> this Agreement required to be performed by it at or prior to Closing pursuant to <br /> the terms of this Agreement. <br /> 4.3 Conditions to Obligations of Transferee. The obligations of each Transferee to <br /> consummate the Transactions is further subject to the satisfaction at or prior to Closing of the <br /> following conditions(unless expressly waived by the Transferee in writing): <br /> (a) the representations and warranties of the Transferor contained in Section 2 of this <br /> Agreement shall be true and correct in all material respects at and as of the <br /> Effective Date and the Closing Date as if made at and as of such time,except for <br /> (i)changes permitted or contemplated by this Agreement and(ii)representations <br /> and warranties which are given or made at or as of a specific date,in which event <br /> they shall be true and correct only at or as of such date; <br /> (b) since the Effective Date,no Material Adverse Effect shall have occurred and the <br /> Transferor shall have conducted any operations or activities on the Leases & <br /> Claims in accordance with their ordinary practice prior to the Effective Date; and <br /> (c) the Transferor shall have performed in all material respects its obligations under <br /> this Agreement required to be performed by it at or prior to Closing pursuant to <br /> the terms hereof. <br /> 5. NOTICE <br /> 5.1 Notices. Any notice required or permitted to be given under this Agreement will be <br /> given in writing and(a)delivered personally, (b) sent by nationally-recognized overnight courier <br />