CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to purchase the Seller Units is subject to the fulfillment or satisfaction on or before the Closing of each of the following conditions (any one of which may be waived by Buyer, but only in a writing signed by Buyer): (a) The representations and warranties of Seller set forth in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every material respect on and as of the Closing Date with the same force and effect as if they had been made at the Closing. (b) Seller shall have performed and complied in all material respects with all of its covenants required to be performed by it under this Agreement including those covenants contained in Section 10. (c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 3 contracts
Samples: Agreement for Purchase and Sale of Units (Pacific Ethanol, Inc.), Purchase and Sale Agreement (Pacific Ethanol, Inc.), Agreement for Purchase and Sale of Units (Pacific Ethanol, Inc.)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation The obligations of Buyer to purchase proceed with the Seller Units is Closing are subject to the fulfillment or satisfaction on or before the Closing of each of the following conditions (precedent, all or any one of which may be waived by Buyer, but only Buyer in a writing signed by Buyer):its sole discretion:
(a) 15.2.1 The representations and warranties of Seller set forth contained in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every material respect with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date with except to the same force extent that the failure of any such representations and effect as if they had been made at the Closing.warranties to be true and correct would not cause a Material Adverse Effect; and
(b) 15.2.2 Seller shall have performed and complied in all material respects with all of its material covenants required and obligations contained in this Agreement to be performed or complied with by it under this Agreement including those covenants contained in Section 10Seller on or prior to the Closing Date.
(c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be --------------------------------------------------- obligated to consummate the purchase of the Seller Units is subject to the fulfillment or satisfaction Properties as contemplated by this Agreement on or before the Closing of each of Date, provided the following conditions (any one of which may be precedent have been satisfied or have been waived by Buyer, but only in a writing signed by Buyer)::
(a) The 15.2.1 All representations and warranties of Seller set forth contained in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every all material respect on respects at and as of the Closing Date with the same force as though such representations and effect as if they had been warranties were made at the Closing.and as of such time; and
(b) 15.2.2 Seller shall have performed and complied in all material respects with all of its covenants required obligations and conditions contained in this Agreement to be performed or complied with by it under this Agreement including those covenants contained in Section 10Seller on or prior to Closing.
(c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gothic Energy Corp), Purchase and Sale Agreement (Cross Timbers Oil Co)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Seller Units is subject to the fulfillment or satisfaction Properties as contemplated by this Agreement on or before the Closing of each of Date, provided the following conditions (any one of which may be precedent have been satisfied or have been waived by Buyer, but only in a writing signed by Buyer)::
(a) The 13.2.1 All representations and warranties of Seller set forth contained in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every all material respect on respects at and as of the Closing Date with the same force as though such representations and effect as if they had been warranties were made at and as of such time except for such breaches or defaults therein which do not result in a Material Adverse Effect, excluding the Closing.value of any Alleged Title Defects; and
(b) 13.2.2 Seller shall have performed and complied in all material respects with all of its covenants required obligations and conditions contained in this Agreement to be performed or complied with by it under this Agreement including those covenants contained in Section 10Seller on or prior to the Closing.
(c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to consummate the purchase of the Seller Units is subject to the fulfillment or satisfaction Properties as contemplated by this Agreement on or before the Closing of each of Date, provided the following conditions (any one of which may be precedent have been satisfied or have been waived by Buyer, but only in a writing signed by Buyer)::
(a) The All representations and warranties of Seller set forth contained in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every all material respect on respects at and as of the Closing Date with the same force as though such representations and effect as if they had been warranties were made at the Closingand as of such time, and Seller shall have delivered to Buyer a certificate to that effect, executed by an officer of Seller (without personal liability).
(b) Seller shall have performed and complied in all material respects with all of its covenants required obligations and conditions contained in this Agreement to be performed or complied with by it under this Agreement including those covenants contained in Section 10Seller on or prior to the Closing.
(c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Heartland Oil & Gas Corp)
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation Buyer shall be obligated to purchase consummate the Seller Units is subject to sale of the fulfillment or satisfaction Properties as contemplated by this Agreement on or before the Closing of each of Date, provided that the following conditions (any one of which may be precedent have been satisfied or have been waived by Buyer, but only in a writing signed by Buyer)::
(a) The All representations and warranties of Seller set forth contained in Section 4 this Agreement or otherwise provided to Buyer in writing in connection with this Agreement any of the transactions contemplated hereby shall be true and correct in every all material respect on respects at and as of the Closing Date with the same force as though such representations and effect as if they had been warranties were made at the Closing.and as of such time;
(b) Seller shall have performed and complied in all material respects with all of its covenants agreements and conditions required by this Agreement to be performed or complied with by it under this Agreement including those covenants contained in Section 10Seller on or prior to the Closing Date, necessary for the conveyance of the Properties.
(c) The Closing shall occur within the time period set forth in Section 1(c).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Eagle Ford Oil & Gas Corp)