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Common use of Conditions of the Buyer Clause in Contracts

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase of the Shares, and to pay all related fees and expenses; and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Golar LNG Partners LP)

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase and sale of the Shares, and to pay all related fees and expenses; and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase, Sale and Contribution Agreement (Golar LNG Partners LP)

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares Equity Interests is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel Rig referred to in Section 7.01(h8.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase of the SharesEquity Interests, and to pay all related fees and expenses; and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Seadrill Partners LLC)

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares Membership Interests is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase of the SharesMembership Interests, and to pay all related fees and expenses; and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 2 contracts

Samples: Purchase, Sale and Contribution Agreement (Golar LNG Partners LP), Purchase, Sale and Contribution Agreement

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares Membership Interests is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase of the SharesMembership Interests, and to pay all related fees and expenses; andand US 1216526v.9 (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase, Sale and Contribution Agreement (Golar LNG LTD)

Conditions of the Buyer. The obligation of the Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of the Seller Entities Sellers in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) The Seller Entities Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller Entities Sellers by the Closing Date; (c) The results of the searches, surveys, tests and inspections of the Vessel referred to in Section 7.01(h) of this Agreement are reasonably satisfactory to the Buyer; (d) The Buyer shall have obtained the funds necessary to consummate the purchase of the Shares, and to pay all related fees and expenses; and (e) All proceedings to be taken in connection with the transaction contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Buyer and its counsel, and the Buyer shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Appears in 1 contract

Samples: Purchase, Sale and Contribution Agreement (Golar LNG Partners LP)