Common use of Conditions of Purchaser to Closing Clause in Contracts

Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of Purchaser, to the satisfaction on or prior to Closing of each of the following conditions: (a) the representations and warranties of Sellers set forth in Article 3 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of 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), with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(a); (b) Sellers shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Sellers under this Agreement prior to or on the Closing Date; provided, however, that (i) any covenant or agreement qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(b) and (ii) the covenants and agreements set forth in Sections 5.8 and 5.11 shall have been complied with in all respects; (c) on the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Purchaser or any of its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial damages from Purchaser or any Affiliate of Purchaser resulting therefrom; (d) [REDACTED]*; (e) Sellers shall have delivered, or caused to be delivered, to Purchaser all items required to be delivered in accordance with Section 7.2; and (f) all consents and approvals of any Governmental Authority required for the transfer of the Shares from Sellers to Purchaser as contemplated under this Agreement (including consents under, or early termination of any waiting period with respect to, the HSR Act) shall have been granted or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted.

Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement (except for the obligations of Purchaser to be performed prior to the Closing and obligations that survive termination of this Agreement), including the obligations of Purchaser to consummate the Closing, are subject, at the option of Purchaser, to the satisfaction on or prior to the Closing of each of the following conditionsconditions set forth in this Section 2.2(b), unless waived in writing by Purchaser: (ai) Each of the representations and warranties of Sellers set forth in Article 3 Seller shall be true and correct as of the date of this Agreement and in all material respects as of the Closing Date as though made on and as of 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), with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(a)Date; (bii) Sellers Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Sellers Seller under this Agreement prior to or on the Closing Date; provided, however, that (i) any covenant or agreement qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(b) and (ii) the covenants and agreements set forth in Sections 5.8 and 5.11 shall have been complied with in all respects; (ciii) on On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding ; (excluding any such matter initiated by Purchaser or any of its Affiliatesiv) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking All conditions precedent to enjoin or restrain or otherwise prohibit the consummation closing of the transactions set forth in the Merger Agreement shall have been satisfied or waived, and the closing of such transactions shall have occurred prior to the transactions contemplated by in this Agreement or recover substantial damages from Purchaser or any Affiliate of Purchaser resulting therefromAgreement; (dv) [REDACTED]*;At least twenty (20) calendar days shall have passed since the mailing of the Information Statement (as defined below) by Creek Road; and (evi) Sellers Seller shall have deliveredbe ready, or caused willing and able to be delivered, deliver to Purchaser all at the Closing the other documents and items required to be delivered in accordance with Section 7.2; and (f) all consents and approvals of any Governmental Authority required for the transfer of the Shares from Sellers to Purchaser as contemplated by Seller under this Agreement (including consents under, or early termination of any waiting period with respect to, the HSR Act) shall have been granted or the necessary waiting period shall have expired, or early termination of the waiting period shall have been grantedArticle 2.

Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement Option Closing are subject, at the option of Purchaser, to the satisfaction on or prior to the Option Closing of each of the following conditionsconditions set forth in this Section 2.6(d)(ii), unless waived in writing by Purchaser: (aA) each of the representations and warranties of Sellers set forth in Article 3 Seller shall be true and correct in all material respects as of the date of this Agreement and as of the Option Closing Date as though made on and as of 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), with only such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(a)Date; (bB) Sellers Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Sellers Seller under this Agreement prior to or on the Option Closing Date; provided, however, that (i) any covenant or agreement qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(b) and (ii) the covenants and agreements set forth in Sections 5.8 and 5.11 shall have been complied with in all respects; (cC) on the Option Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this AgreementOption Closing, or granting substantial damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding ; and (excluding any such matter initiated by Purchaser or any of its AffiliatesD) Seller shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking ready, willing and able to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial damages from Purchaser or any Affiliate of Purchaser resulting therefrom; (d) [REDACTED]*; (e) Sellers shall have delivered, or caused to be delivered, deliver to Purchaser all at the Option Closing the other documents and items required to be delivered in accordance with Section 7.2; and (f) all consents and approvals of any Governmental Authority required for the transfer of the Shares from Sellers to Purchaser as contemplated by Seller under this Agreement (including consents under, or early termination of any waiting period with respect to, the HSR Act) shall have been granted or the necessary waiting period shall have expired, or early termination of the waiting period shall have been grantedSection 2.6.

Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subjectsubject to the satisfaction or, at the option of Purchaser, to the satisfaction waiver, in writing, on or prior to Closing of each of the following conditions: (a) the The representations and warranties of Sellers Seller set forth in Article 3 (i) Sections 4.1, 4.10 and 4.11 (each of the foregoing, the “Fundamental Representations”) shall be true and correct in all material respects (and in all respects in the case of representations and warranties qualified by materiality or material adverse effect) as of the date of this Agreement Execution Date and as of the Closing Date as though made on and as of 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), with and (ii) Article 4 other than the Fundamental Representations shall be true and correct in all respects (without regard to whether such representation or warranty is qualified by materiality or Material Adverse Effect) on the Execution Date and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct as of such exceptions specified date), except, in the case of clause (ii), for the failures, if any, of any such representations and warranties to be true and correct as would not, individually or in the aggregate, have result in a Material Adverse Effect; provided, however, that any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(a);. (b) Sellers Seller shall have performed and observed, in all material respectsrespects (and in all respects in the case of any covenants and agreements qualified by materiality or Material Adverse Effect), all covenants and agreements to be performed or observed by Sellers it under this Agreement prior to or on the Closing Date; provided, however, that (i) any covenant or agreement qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(b) and (ii) the covenants and agreements set forth in Sections 5.8 and 5.11 shall have been complied with in all respects; (c) on On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Purchaser or any of its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial damages Damages from Purchaser or any Affiliate of Purchaser resulting therefrom; (d) [REDACTED]*;The amount of any downward adjustments to the Purchase Price made pursuant to Section 2.3(a) at Closing shall be less than or equal to fifteen percent (15%) of the Unadjusted Purchase Price; and (e) Sellers Seller shall have delivered, delivered or caused be prepared to be delivered, to Purchaser deliver all items of the deliverables Seller is required to be delivered in accordance with deliver pursuant to Section 7.2; and (f) all consents and approvals of any Governmental Authority required for the transfer of the Shares from Sellers to Purchaser as contemplated under this Agreement (including consents under, or early termination of any waiting period with respect to, the HSR Act) shall have been granted or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted8.2.

Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subjectsubject to the satisfaction or, at the option of Purchaser, to the satisfaction waiver on or prior to Closing of each of the following conditions: (a) the The representations and warranties of Sellers Seller set forth in Article 3 4 shall be true and correct as of the date of this Agreement Execution Date and as of the Closing Date as though made on and as of 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), with only except for such exceptions as would notfailures of representations and warranties of Seller to be so true and correct as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that any representation or warranty qualified by materiality, materiality or Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(a)Section; (b) Sellers Seller shall have performed and observed, in all material respectsrespects (and in all respects in the case of any covenants and agreements qualified by materiality or Material Adverse Effect), all covenants and agreements to be performed or observed by Sellers it under this Agreement prior to or on the Closing Date; provided, however, that (i) any covenant or agreement qualified by materiality, Material Adverse Effect or similar qualifications shall be deemed not to be so qualified for the purposes of this Section 6.2(b) and (ii) the covenants and agreements set forth in Sections 5.8 and 5.11 shall have been complied with in all respects; (c) on On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages Damages in connection therewith, shall have been issued and remain in force, and no suit, action, or other proceeding (excluding any such matter initiated by Purchaser or any of its Affiliates) shall be pending or threatened in writing before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement or recover substantial damages Damages from Purchaser or any Affiliate of Purchaser resulting therefrom;; and (d) [REDACTED]*;Seller shall have delivered or be prepared to deliver all of the deliverables Seller is required to deliver pursuant to Section 8.2. (e) Sellers On the Closing Date, either (i) Closing, as such term is defined in the TRM PSA, shall have delivered, occurred on terms no less favorable to Seller than those terms set forth in the TRM PSA as shown in Exhibit A-7 or caused to be delivered, to (ii) the TRM Assets are being operated by Purchaser all items required to be delivered or a third party in accordance a manner generally consistent with Section 7.2; and (f) all consents and approvals of any Governmental Authority required for the transfer of the Shares from Sellers to Purchaser as contemplated under this Agreement (including consents under, or early termination of any waiting period with respect to, the HSR Act) shall have been granted or the necessary waiting period shall have expired, or early termination of the waiting period shall have been grantedpast practices.