Common use of Additional Conditions to Buyer’s Obligation Clause in Contracts

Additional Conditions to Buyer’s Obligation. The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyer, in whole or in part, to the extent permitted by applicable Law: (i) The Fundamental Representations of Seller shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Seller set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Seller Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect, and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. (b) Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.4), and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. (c) Buyer has determined in its reasonable discretion that (i) no material defects in title exist with respect to that certain property in Union District, Xxxxxxxx County, West Virginia containing 82 acres, more or less, and 65 acres, more or less, and described in that certain deed recorded in the Office of the Clerk of the County Commission of Xxxxxxxx County, West Virginia, in Deed Book No. 1206, at page 378, and designated by the Assessor of Xxxxxxxx County, West Virginia on the Land Books for said county in Union District — Outside as Tax Map No. 361, Parcel Nos. 9 and 10 of which ten acres is subject to a Lease Agreement dated as of March 28, 2012 by and between Xxxxxx Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxx, his wife, and Antero Resources Appalachian Corporation, a Delaware Corporation; and (ii) the rights to be conveyed by Seller to Buyer with respect to the Real Property Interests applicable to the Middle Point Compressor Station and the Zinnia Compressor Station are satisfactory to Buyer and Buyer’s lenders for the purposes of ownership and operation of the Middle Point Compressor Station and the Zinnia Compressor Station.

Additional Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to effect consummate the transactions contemplated hereby shall be by this Agreement is further subject to the satisfaction at (or prior to the Closing waiver by Buyer) of the following conditionsconditions on or before the Closing Date: [*] = Certain confidential information contained in this document, any or all marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of which may be waived by Buyerthe Securities Exchange Act of 1934, in whole or in part, to as amended. 7.2.1 Each of the extent permitted by applicable Law: (i) The Fundamental Representations representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects as of the date hereof Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, that representations and warranties that by their terms speak as of a specified the Signing Date or some other date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Seller set forth in this Agreement shall be true and correct (it being understood thatas of such date), for purposes of determining the accuracy except in each case where failure of such representations and warranties, all “Seller Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall to be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to havecorrect, individually or in the aggregate, does not, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. (b) 7.2.2 Seller shall have performed or and complied with, in all material respects with respects, all of the covenants and agreements and covenants required by in this Agreement required to be performed or and complied with by it on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.4), and Buyer Date. 7.2.3 Seller shall have received delivered to Buyer a certificate of an executive officer of Sellercertificate, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to such effectthe satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2. 7.2.4 Seller shall have duly executed and delivered (cor have caused to be duly executed and delivered) to Buyer has determined in its reasonable discretion that (ia) no material defects in title exist with respect to that certain property in Union Districta xxxx of sale, Xxxxxxxx County, West Virginia containing 82 acres, more or less, and 65 acres, more or less, and described in that certain deed recorded in the Office of the Clerk of the County Commission of Xxxxxxxx County, West Virginia, in Deed Book No. 1206, at page 378, and designated by the Assessor of Xxxxxxxx County, West Virginia on the Land Books for said county in Union District — Outside as Tax Map No. 361, Parcel Nos. 9 and 10 of which ten acres is subject to a Lease Agreement dated as of March 28the Closing Date, 2012 by and between Xxxxxx Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxin the form attached hereto as Exhibit A (the “Xxxx of Sale”), his wife, and Antero Resources Appalachian Corporation, a Delaware Corporation; and (iib) the rights to be conveyed by Seller to Buyer an assignment of patents with respect to the Real Property Interests applicable to Assigned Patents, dated as of the Middle Point Compressor Station Closing Date, in the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Zinnia Compressor Station are satisfactory to Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to Buyer’s lenders for . 7.2.5 Since the purposes of ownership and operation of the Middle Point Compressor Station and the Zinnia Compressor StationSigning Date, there shall not have occurred any Material Adverse Effect.

Additional Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to effect consummate the transactions contemplated hereby shall be by this Agreement is further subject to the satisfaction at (or prior to the Closing waiver by Buyer) of the following conditions, any conditions on or all of which may be waived by Buyer, in whole or in part, to before the extent permitted by applicable LawClosing Date: (i) The Fundamental Representations 7.2.1 Each of the representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects as of the date hereof Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, that representations and warranties that by their terms speak as of a specified the Signing Date or some other date shall have been true and correct only on such date) and (ii) each of the other representations and warranties of Seller set forth in this Agreement shall be true and correct (it being understood thatas of such date), for purposes of determining the accuracy except in each case where failure of such representations and warranties, all “Seller Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall to be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to havecorrect, individually or in the aggregate, does not, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. (b) 7.2.2 Seller shall have performed or and complied with, in all material respects with respects, all of the covenants and agreements and covenants required by in this Agreement required to be performed or and complied with by it on or prior to the Closing Date (including the deliveries at Closing pursuant to Section 1.4), and Buyer Date. 7.2.3 Seller shall have received delivered to Buyer a certificate of an executive officer of Sellercertificate, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to such effectthe satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2. 7.2.4 Seller shall have duly executed and delivered (cor have caused to be duly executed and delivered) to Buyer has determined in its reasonable discretion that (ia) no material defects in title exist with respect to that certain property in Union Districta xxxx of sale, Xxxxxxxx County, West Virginia containing 82 acres, more or less, and 65 acres, more or less, and described in that certain deed recorded in the Office of the Clerk of the County Commission of Xxxxxxxx County, West Virginia, in Deed Book No. 1206, at page 378, and designated by the Assessor of Xxxxxxxx County, West Virginia on the Land Books for said county in Union District — Outside as Tax Map No. 361, Parcel Nos. 9 and 10 of which ten acres is subject to a Lease Agreement dated as of March 28the Closing Date, 2012 by and between Xxxxxx Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxxin the form attached hereto as Exhibit A (the “Xxxx of Sale”), his wife, and Antero Resources Appalachian Corporation, a Delaware Corporation; and (iib) the rights to be conveyed by Seller to Buyer an assignment of patents with respect to the Real Property Interests applicable to Assigned Patents, dated as of the Middle Point Compressor Station Closing Date, in the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Zinnia Compressor Station are satisfactory to Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to Buyer’s lenders for . 7.2.5 Since the purposes of ownership and operation of the Middle Point Compressor Station and the Zinnia Compressor StationSigning Date, there shall not have occurred any Material Adverse Effect.