Common use of Conditions of Closing by Sellers Clause in Contracts

Conditions of Closing by Sellers. The obligation of Sellers 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 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 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. (b) No Proceeding (excluding any Proceeding initiated by Sellers 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) Sellers shall have received all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer or any other party to Sellers prior to or in connection with the Closing. (d) If Sellers have the right to terminate this Agreement under Section 4.7, Sellers shall have waived such right. (e) To the extent that all or a portion of the Purchase Price is paid in cash, such payment shall be received by Sellers no later than 5:00 PM Central on February 28, 2014. (f) Closing shall have occurred on or before February 28, 2014.

Conditions of Closing by Sellers. The obligation of Sellers to close is -------------------------------- subject to the satisfaction of the following conditions: (a) All The representations and warranties of Buyer contained in this Agreement shall be true, correct Section 8 hereof are true 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 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.the Closing Date; (b) No Proceeding Buyer shall have delivered to Sellers a legal opinion rendered by counsel to the effect that (excluding any Proceeding initiated by Sellers or any i) Buyer is a corporation validly existing and in good standing under the laws of its affiliates) shall be pending or threatened before any Governmental Entity seeking the State of Delaware and has all requisite power and authority to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with execute and deliver this Agreement and to consummate the transaction 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 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) Sellers shall have received all agreements, instruments and documents which are required by other terms of this Agreement Adjustments to be executed or delivered by Buyer or any other party to Sellers prior to or the purchase price in connection accordance with the Closing.provisions of Sections 4 and 13 hereof shall not have exceeded $11,410,000.00; and (d) If Sellers have the right to terminate this Agreement under Section 4.7On or before Closing, Sellers shall have waived such right. (e) To obtained the extent that all or a portion approval of the Purchase Price is paid in cashBoard of Directors of its parent, such payment shall be received Burlington Resources Inc., to consummate the transactions contemplated by Sellers no later than 5:00 PM Central on February 28, 2014this Agreement. (f) Closing shall have occurred on or before February 28, 2014.