CONDITIONS OF CLOSING BY BUYER. The obligations of Buyer hereunder are, at its option, subject to satisfaction, at or prior to Closing, of each of the following conditions:
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions:
(a) Except for the representation and warranty set forth in Section 5.1(f), which representation and warranty shall only be required to be true and correct as of the Closing Date, all representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects as of the date hereof and the Closing Date (other than representations and warranties that refer to a specified date which need only be true and correct on and as of such specified date), and Sellers shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Sellers.
(b) No Proceeding (excluding any Proceeding initiated by Buyer or any of its affiliates) shall be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby.
(c) No material adverse change in the condition of the Properties shall have occurred subsequent to the Effective Time, except for depletion of oil and gas in place through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.
(d) Sellers shall deliver, or cause to be delivered, to Buyer (i) the Lessors’ Consent, (ii) any other permits, authorizations, regulatory approvals, lessor and third party or governmental consents required to be obtained by Sellers in order for it to convey and assign the Properties to Buyer and (iii) evidence that all Liens affecting Sellers’ interests in the Properties have been released.
(e) Buyer shall have received, to its reasonable satisfaction, all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Sellers or any other party to Buyer prior to or in connection with the Closing.
(f) If Buyer has the right to terminate this Agreement under Section 4.7, Buyer shall have waived such right to terminate, but not Seller’s obligation to cure the related defects.
(g) Closing shall have occurred on or before February 28, 2014.
(h) Buyer shall have received financing on the terms provided for in the Buyer Financing.
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject, at Buyer's sole option, to the satisfaction of the following conditions precedent:
CONDITIONS OF CLOSING BY BUYER. 31 8.1 Representations, Warranties and Covenants................31 8.2
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close the transactions contemplated in this Agreement is subject to the satisfaction of the following conditions.
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions:
(a) All representations and warranties of Seller contained in this Agreement shall be true, correct, and not misleading in all material respects, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller;
(b) No suit or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby; and
(c) Should there be downward adjustments to the Purchase Price in excess of ten percent (10%) of the Purchase Price, due to asserted Title Defects and Environmental Defects; Buyer has the option to terminate this Agreement with no liability to Buyer other than return of the Deposit.
(d) No material adverse change in the condition of or title to the Properties shall have occurred subsequent to the Effective Time, except depletion through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.
CONDITIONS OF CLOSING BY BUYER. 24 7.1 Representations, Warranties and Covenants................................................. 24 7.2 Compliance with Agreement................................................................. 24 7.3 Closing Certificates...................................................................... 24 7.4 Third Party Consents and Governmental Approvals........................................... 24 7.5 No Adverse Proceedings.................................................................... 25
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions:
(a) All representations and warranties of Seller contained in Sections 6(a) and 6(b) of this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, and Seller shall have performed and satisfied in all material respects all agreements and covenants required by Sections 8, 10, 11, 12 and 14 of this Agreement to be performed and satisfied by Seller prior to or on the Closing Date;
(b) No suit, injunction, order or award, or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement; and
(c) All material consents and approvals of any Governmental Authority required for the transfer of the Properties from Seller to Buyer as contemplated by this Agreement, except consents and approvals that are customarily obtained after closing, shall have been granted, or, if applicable, the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted.
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions:
a) Buyer shall have had reasonable access during normal business hours to all data and records obligated to be provided to Buyer pursuant to this Agreement;
b) Buyer shall have had reasonable access to the Properties operated by Seller to conduct an inspection for all purposes, including environmental condition; and
c) All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects, and Seller shall have performed and satisfied all material agreements and covenants required by this Agreement to be performed and satisfied by Seller.
CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to consummate the transaction contemplated hereunder is subject to the satisfaction of the following conditions:
(a) the representations of Seller contained in Section 7 are true and correct in all material respects on and as of the Closing Date, and all covenants and agreements hereunder to be performed by Seller at or prior to the Closing have been performed and satisfied in all material respects;
(b) Buyer and Seller shall have adjusted the Base Purchase Price in accordance with the provisions of Sections 3, 5, 6, 13 and 17, and the aggregate value of all such adjustments shall not have exceeded ten percent (10%) of the Base Purchase Price; and
(c) no proceeding, action, suit, or investigation before any arbitrator or governmental authority shall, on the Closing Date, be pending or threatened that seeks to restrain, prohibit, or seek damages or other relief in connection with the Closing.
