CONDITIONS OF CLOSING BY SELLER. The obligations of Seller hereunder are, at its option, subject to satisfaction, at or prior to Closing, of each of the following conditions:
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject, at Seller's sole option, to the satisfaction of the following conditions precedent:
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to the satisfaction of the following conditions: Seller shall be satisfied with the results of its due diligence review of Buyer; all representations and warranties of Buyer contained in the Agreement shall be true, correct and not misleading in all material respects, and Buyer shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Buyer.
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to:
(a) Seller receiving evidence satisfactory to Seller that Buyer has all requisite corporate, partnership or other power and authority to purchase the Interests on the terms described in this Agreement and to perform its other obligations hereunder and that all corporate, partnership and/or other prerequisites of whatsoever nature have been fulfilled.
(a) That Seller shall have performed and satisfied in all material respects all covenants and agreements required by this Agreement to be performed or satisfied by Seller at or prior to Closing;
(b) At the Closing Date, no suit, action or other proceeding shall be pending or threatened in which it is sought to restrain or prohibit the performance of or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to the satisfaction of the following conditions:
a) All representations and warranties of Buyer contained in this Agreement shall be true and correct in any and all material respects as of the Closing, and Buyer shall have performed and satisfied all material agreements and covenants required by this Agreement to be performed and satisfied by Buyer at or prior to Closing; and
b) There is no suit or other proceeding pending or threatened before any court or governmental agency seeking to restrain or prohibit this transaction, or to declare this transaction illegal, or to obtain substantial damages in excess of $300,000 in connection with the transaction contemplated hereby.
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to the satisfaction of the following conditions:
(a) All representations and warranties of Buyer contained in this Agreement shall be true, correct, and not misleading in all material respects, and Buyer shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Buyer; and
(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.
(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; Seller has the option to terminate this Agreement with no liability to Buyer other than return of the Deposit.
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to the satisfaction of the following conditions:
(a) The representations of Buyer contained in Section 8 hereof are true on and as of the Closing Date;
(b) Buyer shall have delivered to Seller a legal opinion rendered by counsel to the effect that (i) Buyer is a corporation validly existing and in good standing under the laws of the State of Texas and has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery of, and consummation of the transactions contemplated by, this Agreement by Buyer have been duly authorized by all necessary action on the part of the Buyer; and (iii) this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights;
(c) Adjustments to the purchase price in accordance with the provisions of Sections 4 and 13 hereof shall not have exceeded FOURTEEN MILLION THREE HUNDRED AND FIFTY THOUSAND DOLLARS ($14,350,000);
(d) On or before Closing, Seller shall have obtained the approval of the Board of Directors of its parent, Burlington Resources Inc., to consummate the transactions contemplated by this Agreement; and
(e) Buyer shall have delivered to Seller a guaranty in the form set forth on Exhibit "K" attached hereto wherein Magnum Petroleum, Inc. and Gruy Petroleum Management Company, collectively as guarantor, guarantee the performance of Buyer under this Agreement.
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to consummate the transaction contemplated hereunder is subject to the satisfaction of the following conditions:
(a) the representations of Buyer contained in Section 8 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 Buyer 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.
CONDITIONS OF CLOSING BY SELLER. The performance of the obligations of Seller hereunder are subject to the satisfaction of each of the following express conditions precedent, provided that Seller may, at its election, waive any of such conditions at Closing, notwithstanding that such condition is not fulfilled on the Closing Date:
CONDITIONS OF CLOSING BY SELLER. The obligation of Seller to close is subject to the satisfaction of the following conditions:
a) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, and Buyer shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and satisfied by Buyer;
b) All (i) prerequisite waivers of preferential rights of purchase and (ii) necessary consents for transfer of the Properties, except those that by their nature cannot be requested or obtained until after Closing, have been obtained; or Buyer and Seller have adjusted the Sale Price in accordance with the provisions of this Agreement; and
c) No suit or other proceeding by any governmental entity shall be pending or threatened before any court or governmental agency seeking to restrain or prohibit this transaction, or to declare this transaction illegal, or to obtain substantial damages in connection with the transaction contemplated hereby.
