Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Fundamental Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(i), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date); (b) the Contributor Parties shall not have breached in any material respect their obligations required to be performed and complied with by it under this Agreement prior to the Closing Date; (c) since the Execution Date, there shall not have been a Compression Xxxxx Xxxxxxxx Adverse Effect; (d) Acquiror shall have received the items listed in Section 2.3(a); and (e) Acquiror shall have received a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.2(a) and (b) have been satisfied in all respects.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation obligations of Acquiror to effect the Closing and consummate the transactions Transaction contemplated by this Agreement is hereby shall be subject to the satisfaction at or waiverprior to the Closing of the following conditions, any or all of which may be waived by Acquiror, in whole or in part (part, to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Fundamental Representations representations and warranties of the Contributor Parties Dickxxx Xxxup and the Shareholder contained in this Agreement shall be true and correct in all material respects (it being understood that, for purposes without duplication of determining satisfaction any materiality exception contained in any individual representation and warranty) as of the date of this Section 6.2(a)(i), all materiality Agreement (unless the representation and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Adverse Effect, in the case of clause (i) and clause (ii) above, warranty is made as of the Closing Date, with through an amendment or addition to the same force and effect as though made on Schedules) and as of the Closing as though made again as of the Closing. Each Schedule shall be amended or revised as necessary to accurately reflect the applicable information through the Closing Date. Acquiror shall have received a certificate (i) of the President and the Chief Financial Officer of each of the Dickxxx Xxxup, dated the Closing Date, unless to such representations effect as it relates to the Dickxxx Xxxup and warranties expressly relate (ii) from the Shareholder, dated the Closing Date, to an earlier date (in which case they shall be true and correct as of such earlier date)effect; (b) the Contributor Parties Dickxxx Xxxup and the Shareholder or Shareholders or Shareholder Representative shall not have breached in any material respect their obligations performed or complied with all agreements and covenants required by this Agreement to be performed and or complied with by it under this Agreement the Dickxxx Xxxup or the Shareholder or Shareholders or Shareholder Representative on or prior to the Closing. Acquiror shall have received a certificate (i) of the President and the Chief Financial Officer of each of the Dickxxx Xxxup, dated the Closing Date, to such effect as it relates to the Dickxxx Xxxup and (ii) from each of the Shareholders, dated the Closing Date, to such effect as it relates to Article VII; (c) since the Execution Dateresignations, there effective at Closing, of each of directors and officers of the Dickxxx Xxxup shall not have been a Compression Xxxxx Xxxxxxxx Adverse Effectdelivered to Acquiror; (d) Acquiror the Shareholder and Shareholders or Shareholder Representative shall have received executed a stock power (or other appropriate documentation) that effects the items listed valid transfer of title to all of the issued and outstanding Dickxxx Xxxres of the Dickxxx Xxxup to Acquiror, except for the Shares in Section 2.3(a); andDickxxx XXX which shall be surrendered to the Acquisition Corp. pursuant to the Merger; (e) Acquiror shall have received a certificate title commitment to the Belle Chasxx Xxxl Property showing as the only encumbrance the Building Debt to be assumed by Acquiror at Closing, but all other exceptions listed on the existing Policy of Title Insurance issued by first 50 45 American Title Insurance Company, Policy No. FA-31-231568 and Permitted Liens shall be accepted as exceptions to the title commitment issued to Acquiror; (f) the Shareholder or Shareholders or Shareholder Representative shall have complied with any requirements of the Articles of Incorporation or Bylaws of the Dickxxx Xxxup regarding the sale or transfer of stock of the Dickxxx Xxxup; (g) the Dickxxx Xxxup shall have submitted an application or request for any Permit described or referenced in Schedule 4.11 and/or Schedule 4.24 of the Disclosure Schedule; and (h) the Shareholder Representative shall have duly executed by an executive officer and delivered the Escrow Agreement, the Registration Rights Agreement and the Appointment of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.2(a) Shareholder Representative and (b) have been satisfied in all respectsappropriate resolutions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Fundamental Seller Indemnified Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes on and as of determining satisfaction the date of this Section 6.2(a)(i), all materiality Agreement and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in at and as of the Closing with the same force and effect as though made on and as of such date (except those representations and warranties that expressly relate only to an earlier date, which must be true and correct in all material respects as of that earlier date), (ii) the representations and warranties set forth in Section 4.3 shall be disregardedtrue and correct other than inaccuracies that are immaterial, in the aggregate, (iii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects, and (iiiv) each of the representations and warranties of the Contributor Parties set forth in Article III and Article IV that are not Fundamental Seller Indemnified Representations or representations and warranties set forth in Section 4.3 and Section 4.6(a) shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Seller Material Adverse Effect, with respect to any such representations and warranties contained in Article III, or an SRLP Entities Material Adverse Effect, with respect to any such representations and warranties contained in Article IV (in each case, without giving effect to qualifications of Seller Material Adverse Effect, SRLP Entities Material Adverse Effect, materiality or any similar qualifications set forth in such representation or warranty) on and as of the case date of clause (i) this Agreement and clause (ii) above, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such date (except those representations and warranties that expressly relate only to an earlier date (date, in which case they shall be true and correct as of such earlier date); (b) the Contributor Parties Seller shall not have breached in any material respect their its obligations and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date; (c) since the Execution Datedate of this Agreement, there shall not have been a Compression Xxxxx Xxxxxxxx or occurred any event, change, fact, development, circumstance, condition or occurrence with respect to the SRLP Entities that has had or would, individually or in the aggregate, reasonably be expected to have an SRLP Entities Material Adverse Effect; (d) Seller shall have caused Xxxxxxx Operating to obtain the Xxxxxxx Waiver; (e) Acquiror shall have received the items listed in Section 2.3(a)7.4; and (ef) Xxxxxx & Xxxxxx L.L.P. or another nationally recognized tax counsel reasonably acceptable to Acquiror shall have received a certificate duly executed by an executive officer of Contributoropined that, dated as of the Closing Date, in customary formfor U.S. federal income tax purposes, to the effect that each at least 90% of the conditions specified in gross income of SRLP for each tax year since 2013 and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available will be treated as income that is “qualifying income” within the meaning of Section 6.2(a7704(d) and (b) have been satisfied in all respectsof the Code.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation obligations of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction at or waiverprior to the Closing of the following conditions, any or all of which may be waived by Acquiror, in whole or in part (part, to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Fundamental Representations representations and warranties of the Contributor Parties Company and Huffco Turkey contained in this Agreement shall be true and correct in all material respects (it being understood that, for purposes without duplication of determining satisfaction of this Section 6.2(a)(i), all any materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically exception contained in such representations any individual representation and warranties shall be disregardedwarranty) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on date of this Agreement and as of the Closing as though made again as of the Closing. Acquiror shall have received a certificate (i) of the President and the Vice President and Managing Director of the Company, dated the Closing Date, unless to such representations effect as it relates to the Company and warranties expressly relate (ii) of the President of Huffco Turkey, dated the Closing Date, to an earlier date (in which case they shall be true and correct such effect as of such earlier date)it relates to Huffco Turkey; (b) the Contributor Parties Company and Huffco Turkey shall not have breached performed or complied in any all material respect their obligations respects with all agreements and covenants required by this Agreement to be performed and or complied with by it under this Agreement the Company or Huffco Turkey on or prior to the Closing Date; (c) since the Execution Date, there shall not have been a Compression Xxxxx Xxxxxxxx Adverse Effect; (d) Acquiror shall have received the items listed in Section 2.3(a); and (e) Closing. Acquiror shall have received a certificate duly executed by an executive officer (i) of Contributorthe President and the Vice President and Managing Director of the Company, dated as of the Closing Date, in customary formto such effect as it relates to the Company and (ii) of the President of Huffco Turkey, dated the Closing Date, to such effect as it relates to Huffco Turkey; (c) the effect that resignations, effective at Closing, of each of the conditions specified in Section 6.2(adirectors and officers of Huffco China and Huffco (West Africa) and (b) Inc. shall have been satisfied delivered to Acquiror; (d) all consent, notification and approval requirements with respect to Blocx 00/00, Xxxx xx Xxxxx, Xxxxxx'x Xxxxxxxx xx China that Acquiror reasonably believes are necessary or advisable in connection with the transactions contemplated by this Agreement shall have been satisfied; (e) the Company and Huffco Turkey shall have executed and delivered to Acquiror a general assignment and bill xx sale substantially in the form of Exhibit D hereto and all respectssuch documents, instruments and certificates as are reasonably necessary to effect the transfer of the Subsidiary Shares (other than the Huffco China Preferred Shares) to Acquiror; (f) the Company and Acquiror shall have received releases from employees and former employees of the Company to an extent satisfactory to Acquiror in its sole discretion; and (g) Huffco Group, Inc. and its affiliates shall have transferred to the Company all of the assets held by such persons on the date of this Agreement of the type described in Schedule 3.20 hereto.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Fundamental Seller Indemnified Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes on and as of determining satisfaction the date of this Section 6.2(a)(i), all materiality Agreement and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in at and as of the Closing with the same force and effect as though made on and as of such date (except those representations and warranties that expressly relate only to an earlier date, which must be true and correct in all material respects as of that earlier date), (ii) the representations and warranties set forth in Section 4.3 shall be disregardedtrue and correct other than inaccuracies that are immaterial, in the aggregate, (iii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects, and (iiiv) each of the representations and warranties of the Contributor Parties set forth in Article III and Article IV that are not Fundamental Seller Indemnified Representations or representations and warranties set forth in Section 4.3 and Section 4.6(a) shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Seller Material Adverse Effect, with respect to any such representations and warranties contained in Article III, or an SRLP Entities Material Adverse Effect, with respect to any such representations and warranties contained in Article IV (in each case, without giving effect to qualifications of Seller Material Adverse Effect, SRLP Entities Material Adverse Effect, materiality or any similar qualifications set forth in such representation or warranty) on and as of the case date of clause (i) this Agreement and clause (ii) above, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such date (except those representations and warranties that expressly relate only to an earlier date (date, in which case they shall be true and correct as of such earlier date); (b) the Contributor Parties Seller shall not have breached in any material respect their its obligations and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date; (c) since the Execution Datedate of this Agreement, there shall not have been a Compression Xxxxx Xxxxxxxx or occurred any event, change, fact, development, circumstance, condition or occurrence with respect to the SRLP Entities that has had or would, individually or in the aggregate, reasonably be expected to have an SRLP Entities Material Adverse Effect; (d) Seller shall have caused Sxxxxxx Operating to obtain the Sxxxxxx Waiver; (e) Acquiror shall have received the items listed in Section 2.3(a)7.4; and (ef) Vxxxxx & Exxxxx L.L.P. or another nationally recognized tax counsel reasonably acceptable to Acquiror shall have received a certificate duly executed by an executive officer of Contributoropined that, dated as of the Closing Date, in customary formfor U.S. federal income tax purposes, to the effect that each at least 90% of the conditions specified in gross income of SRLP for each tax year since 2013 and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available will be treated as income that is “qualifying income” within the meaning of Section 6.2(a7704(d) and (b) have been satisfied in all respectsof the Code.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) (i) each of the Seller Fundamental Representations of the Contributor Parties shall be true and correct in all material respects (it being understood that, for purposes on and as of determining satisfaction the date of this Section 6.2(a)(i)Agreement and at and as of the Closing, all materiality with the same force and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such effect as though made on and as of the Closing Date (except those representations and warranties that expressly relate only to an earlier date, which must be true and correct in all material respects as of that earlier date), provided, that, the representations and warranties set forth in Sections 3.5, 4.4(a)(i)-(iv) and 4.4(c)-(d) shall be disregardedtrue and correct except for such failures to be true and correct in all but de minimis respects; (ii) the representations and warranties set forth in Section 4.8(a) shall be true and correct in all respects; and (iiiii) each of the representations and warranties of the Contributor Parties set forth in Article III or Article IV that are not Seller Fundamental Representations or representations and warranties set forth in Section 4.8(a) shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Seller Material Adverse Effect, with respect to any such representations and warranties contained in Article III, or a Subject Entities Material Adverse Effect, with respect to any such representations and warranties contained in Article IV (without giving effect to qualifications of Seller Material Adverse Effect, Subject Entities Material Adverse Effect, materiality or any similar qualifications set forth in such representation or warranty) on and as of the case date of clause (i) this Agreement and clause (ii) above, at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, unless such date (except those representations and warranties that expressly relate only to an earlier date (date, in which case they shall be true and correct as of such earlier date); (b) Sellers and the Contributor Parties Manager shall not have breached in any material respect their obligations and agreements required to be performed and complied with by it them under this Agreement prior to the Closing Date; (c) since the Execution Datedate of this Agreement, there shall not have been any effect, event, change, occurrence, fact, circumstance or development (whether or not foreseeable or known as of the Closing Date or covered by insurance) that, individually or in the aggregate, has had or would reasonably be expected to have a Compression Xxxxx Xxxxxxxx Subject Entities Material Adverse Effect; (d) ELK shall have obtained a written consent to or waiver of the event(s) of default arising in connection with the transactions contemplated by this Agreement under (or an applicable amendment or modification, in form and substance reasonably satisfactory to each Party of) (i) the ELK Credit Agreement and (ii) the ELK Receivables Facility, in each case, in form and substance reasonably satisfactory to Acquiror, or the ELK Credit Agreement and/or the ELK Receivables Facility, as applicable, shall have otherwise been repaid or replaced on terms reasonably satisfactory to Acquiror and which do not require consent from the lenders thereunder for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; and (e) Acquiror shall have received the items listed in Section 2.3(a); and (e) Acquiror shall have received a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 6.2(a) and (b) have been satisfied in all respects7.4.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR. The obligation obligations of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction at or waiverprior to the Closing of the following conditions, any or all of which may be waived by Acquiror, in whole or in part (part, to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditionslaw: (a) (i) each of the Fundamental Representations representations and warranties of the Contributor Parties Company and the Shareholders contained in this Agreement shall be true and correct in all material respects (it being understood that, for purposes without duplication of determining satisfaction of this Section 6.2(a)(i), all any materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically exception contained in such representations any individual representation and warranties shall be disregardedwarranty) and (ii) each of the representations and warranties of the Contributor Parties that are not Fundamental Representations shall be true and correct (it being understood that, for purposes of determining satisfaction of this Section 6.2(a)(ii), all materiality and Compression Xxxxx Xxxxxxxx Adverse Effect qualifications specifically contained in such representations and warranties shall be disregarded) except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Compression Xxxxx Xxxxxxxx Adverse Effect, in the case of clause (i) and clause (ii) above, as of the Closing Date, with the same force and effect as though made on date of this Agreement and as of the Closing as though made again as of the Closing. Acquiror shall have received a certificate (i) of the President and the Chief Financial Officer of the Company, dated the Closing Date, unless to such representations effect as it relates to the Company and warranties expressly relate (ii) from each of the Shareholders, dated the Closing Date, to an earlier date (in which case they shall be true and correct such effect as of such earlier date)it relates to Article II; (b) the Contributor Parties Company and the Shareholders shall not have breached in any material respect their obligations performed or complied with all agreements and covenants required by this Agreement to be performed and or complied with by it under this Agreement the Company or the Shareholder on or prior to the Closing. Acquiror shall have received a certificate (i) of the President and the Chief Financial Officer of the Company, dated the Closing Date, to such effect as it relates to the Company and (ii) from each of the Shareholders, dated the Closing Date, to such effect as it relates to Article VI; (c) since the Execution Dateresignations, there effective at Closing, of each of directors and officers of the Company shall not have been a Compression Xxxxx Xxxxxxxx Adverse Effectdelivered to Acquiror; (d) Each of the Shareholders, the Company and Acquiror shall have received executed a deed of transfer (or other appropriate documentation) that effects the items listed in Section 2.3(a); andvalid transfer of title to all of the issued and outstanding Company Shares to Acquiror; (e) Acquiror shall have received a certificate duly executed by an executive officer of Contributorthe Chief Financial Officer of the Company, dated as of the Closing Date, that sets forth a good faith estimate of the amount of Company Transaction Costs; (f) Acquiror shall have obtained commitments for sufficient financing, in customary formsuch amounts, on such terms and subject to such conditions as are satisfactory to it in its reasonable discretion, to enable it to pay the effect that Cash Purchase Price and other amounts required to be paid by Acquiror hereunder or in connection herewith and adequate to conduct the business of the Company and its subsidiaries (including satisfactory working capital financing) (the "Financing"); all conditions to the availability of the Financing shall have been met; and the Financing shall be available; and (g) each of the conditions specified Shareholders identified on page 39 of this Agreement shall have become record holders of the Company Class B Shares currently beneficially owned by them and shall have signed and delivered to the other signatories to this Agreement such signature pages, whereupon they shall automatically and without any further action on the part of any party become Shareholders for all purposes of this Agreement as of the date hereof, except that their representation in Section 6.2(a) and (b) have been satisfied in all respects2.01 hereof as to valid title shall be deemed made as of the date such title was transferred to them by CPNL.