Conditions Precedent to Obligations of Purchasers. The obligations of the Purchasers under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:
Conditions Precedent to Obligations of Purchasers. Except as otherwise provided in this Section 7, the obligations of Purchasers hereunder are, at its option, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions.
Conditions Precedent to Obligations of Purchasers. The obligation of Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all, of which may be waived by Purchaser Representatives, in their sole and absolute discretion, in whole or in part to the extent permitted by applicable Law):
Conditions Precedent to Obligations of Purchasers. The obligation of Lima Energy and USASF to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. The Purchasers shall have the right to waive any condition not so satisfied.
Conditions Precedent to Obligations of Purchasers. Purchasers' obligations hereunder shall be subject to the satisfaction of the following conditions on or before the Closing Date (subject to any waiver of any such condition by Purchasers):
Conditions Precedent to Obligations of Purchasers. The obligation of Purchasers to consummate the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchasers in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date); provided, however, for purposes of the condition set forth in this Section 8.2(a) (i) any materiality or Material Adverse Effect qualifications in such representations and warranties shall be disregarded, and (ii) in the event of a breach of a representation or warranty (after taking into effect disregarding materiality or Material Adverse Effect qualifications), the condition set forth in this Section 8.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together have had or are reasonably expect to have a Material Adverse Effect, and Purchasers shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect. (b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Purchasers shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect. (c) No Material Adverse Effect shall have occurred. (d) At the Closing, all documents required to be executed and delivered by Seller (or other Persons) under Section 3.3 have been delivered to Purchasers. 8.3
Conditions Precedent to Obligations of Purchasers. The obligations of the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived in writing by the Series Administrator and the Note Purchaser (in their sole and absolute discretion):
Conditions Precedent to Obligations of Purchasers. 46 6.1 Warranties True As of Both Present Date and Closing Date 46 6.2 Compliance with Agreements and Covenants 46 6.3 Competition Law 46 6.4 Injunctions 46 6.5 Laws 46 6.6 Consents 46 6.7 Certificate 47 6.8 Deliveries by Sellers and GFC 47 TABLE OF CONTENTS (continued) ARTICLE 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS and GFC 47 7.1 Warranties True as of Both Present Date and Closing Date 47 7.2 Compliance with Agreements and Covenants 47 7.3 Competition Law 47 7.4 Injunctions 47 7.5 Laws 47 7.6 Certificate 47 7.7 GFC Credit Agreements 48 7.8 Deliveries by Purchasers 48 ARTICLE 8. TERMINATION 48 8.1 Termination 48 8.2 Effect of Termination 48 ARTICLE 9. SURVIVAL AND INDEMNIFICATION 49 9.1 Survival 49 9.2 Indemnification by Sellers and GFC 49 9.3 Indemnification by Purchasers 50 9.4 Limitations on Liability 52 9.5 Claims 53 9.6 Notice of Third Party Claims; Assumption of Defense 53 9.7 Settlement or Compromise 54 9.8 Intentionally Left Blank 55 9.9 Knowledge 55 9.10 Net Losses; Subrogation; Mitigation 55 9.11 Purchase Price Adjustments 55 9.12 Special Rule for Fraud 56 9.13 Bulk Sales Act 56 9.14 GST Gross-up 56 ARTICLE 10. TAX MATTERS 56 10.1 Cooperation on Tax Matters 56 10.2 Allocation of Purchase Price 57 10.3 Apportioned Obligations 58 10.4 Transfer Taxes 58 iii TABLE OF CONTENTS (continued) 10.5 Assignment 58 ARTICLE 11. MISCELLANEOUS 58 11.1 Expenses 58 11.2 Amendment 59 11.3 Notices 59 11.4 Waivers 60 11.5 Counterparts 61 11.6 Headings 61 11.7 Applicable Law 61 11.8 Assignment 61 11.9 No Third Party Beneficiaries 61 11.10 Forum; Waiver of Jury Trial 61 11.11 Schedules 61 11.12 Incorporation 62 11.13 Complete Agreement 62 11.14 Disclaimer 62 11.15 Public Announcements 62 11.16 Currency 63 11.17 Further Assurances 63 ARTICLE 12. Guaranty 63 Exhibits Exhibit A Assignment and Assumption Agreement Exhibit B Bxxx of Sale Exhibit C Confidentiality Agreement Exhibit D Transition Services Agreement Exhibit E Equipment Lease Subservicing Agreement Schedules Schedule 1.1(a) Carneros Financing Documents Schedule 1.1(b) Credit Enhancements Schedule 1.1(c) GTS Accounting Principles Schedule 1.1(d) Parent Guarantees Schedule 1.1(e) Purchasers’ Knowledge
Conditions Precedent to Obligations of Purchasers. 5.1 EFFECTIVENESS OF SENIOR LOAN DOCUMENTS 5.2 EFFECTIVENESS OF SUBORDINATION AGREEMENTS 5.3 MINIMUM AVAILABILITY 5.4 STOCKHOLDERS EQUITY 5.5 ACQUISITION 5.8 NO LITIGATION; CONSUMMATION OF TRANSACTIONS 5.9 DOCUMENTS 5.10 MATERIAL ADVERSE CHANGE 5.11 FEES 5.12 NO EVENT OF DEFAULT 5.13 REPRESENTATIONS AND WARRANTIES 5.14 APPROVALS AND CONSENTS 5.15 MAXIMUM PRO FORMA COMBINED LEVERAGE RATIO 5.16 ENVIRONMENTAL INSURANCE POLICIES VI. AFFIRMATIVE COVENANTS
Conditions Precedent to Obligations of Purchasers. Purchasers’ obligations hereunder shall be subject to (a) the performance by the Company of its obligations hereunder which by the terms hereof are to be performed at or prior to delivery of the Senior Subordinated Notes, and (b) the satisfaction of the following conditions on or before the Closing Date:
