Common use of Conditions of the Parties Clause in Contracts

Conditions of the Parties. The obligation of the Sellers to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Lease Agreement and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; and (c) The Buyer, 2226 Ltd and Golar shall have entered into the Option Agreement in the form attached as Exhibit I hereto.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Conditions of the Parties. The obligation of the Sellers Seller to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers Seller and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Lease Agreement and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; and (c) The Buyer, 2226 Ltd the Seller, the MLP, Xxxxx XX LLC and Golar LNG Energy Limited, shall have entered into Amendment No. 1 to the Option Omnibus Agreement in the form attached as Exhibit I II hereto.

Appears in 2 contracts

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

Conditions of the Parties. The obligation of the Sellers Seller to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers Seller and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Lease Agreement and the Golar LNG Partners Credit FacilityContracts) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; and; (c) The Buyer, 2226 Ltd Amended Tundra Facility Documents shall have been entered into and Golar the Tundra Facility Amendment shall have become effective; and (d) Seller and Buyer shall have entered into the Option Agreement a letter agreement in substantially the form attached as Exhibit I hereto.

Appears in 2 contracts

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

Conditions of the Parties. The obligation of the Sellers Seller to sell the Shares and the obligation of the Buyer to purchase the Shares is subject to the satisfaction (or waiver by each of the Sellers Seller and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, with respect to the Lease Agreement Contracts and the Golar LNG Partners Credit Facility) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Shares; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; and; (c) The Buyer, 2226 Ltd Seller and Golar Buyer shall have entered into the Option Agreement Loan Agreement; (d) Eskimo Corp and M2024 Corp shall have entered into the Eskimo Purchase Agreement, and the transaction contemplated thereby shall have been consummated; and (e) Seller and Buyer shall have entered into a letter agreement in substantially the form attached as Exhibit I II hereto.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Conditions of the Parties. The obligation of the Sellers Seller to sell the Shares Equity Interests and the obligation of the Buyer to purchase the Shares Equity Interests is subject to the satisfaction (or waiver by each of the Sellers Seller and the Buyer) on or prior to the Closing Date of the following conditions: (a) The Sellers Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including, but not limited to, including with respect to the Lease Agreement Seadrill T-16 Contracts and the Golar LNG Partners Credit FacilityFinancing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any environmental laws Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the SharesEquity Interests; (b) No legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Shares; andEquity Interests; (c) The Buyer, 2226 Ltd Seller and Golar Seadrill T-16 shall have entered into the Option Agreement intercompany loan agreement relating to the Rig substantially in the form attached as set forth on Exhibit I hereto; and (d) Seadrill Partners shall have received approval for the issuance of 3,310,622 Common Units to Seller pursuant to Section 2.01 from the New York Stock Exchange.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Seadrill Partners LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!