CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) there shall have occurred no Material Adverse Effect in the financial condition or results of operations of NCNG, ENCNG and the Subsidiaries, taken as a whole, from December 31, 2001 to the Closing Date; (b) the representations and warranties of Seller contained in this Agreement and in the other agreements executed by the parties and delivered at Closing pursuant to this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (c) each of Seller and NCNG shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the Buyer shall have received certificates from authorized officers of Seller certifying the satisfaction of the conditions set forth in this Section 7.2; (e) the Buyer shall have received from counsel to Seller and NCNG an opinion, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel; (f) the Buyer shall have received the resignations (effective as of the Closing Date) of (i) all of the directors of NCNG and the Subsidiaries, and (ii) the 4 directors of ENCNG as appointed by Seller pursuant to the ENCNG Shareholders' Agreement; (g) the Buyer shall have received all of the minute books of NCNG and the Subsidiaries, including all stock registers, corporate seals and related materials; (h) the outstanding note payable by NCNG to Seller in the principal amount of $150,000,000 dated as of December 15, 2001 will be canceled and all obligations of NCNG under said note shall be fully satisfied at or prior to the Closing; (i) all actions to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to the Buyer; (j) Seller shall have delivered to Buyer copies of the certificates of good standing of NCNG, ENCNG ...

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by the Buyer:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. Subject to waiver as set forth in Section 11.10, the obligations of the Buyer under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. All obligations of the Buyer to consummate the Transactions are subject to the satisfaction (or waiver by the Buyer) prior thereto of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate the purchase of the Membership Interests at the Closing shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, any or all of which the Buyer may waive in writing, at their sole and absolute discretion:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer under this Agreement are subject to the satisfaction or waiver (subject to applicable Law) on or before the Closing Date of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the conditions set forth below, any or all of which may be waived by the Buyer in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any other condition or of any of the Buyer's rights or remedies, at law or in equity, if the Seller shall be in default or breach of any of his representations, warranties or agreements under this Agreement:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer 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) each of the Fundamental Representations of the Sellers set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, material adverse effect or words of similar import, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and as of the Closing Date, with the same force and effect as though made on and as of such date; provided, however, that the representation and warranty set forth in Section 4.03(a) shall be deemed to be true and correct solely for the purpose of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII; (b) the Sellers shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to the Closing Date; and (c) the Buyer shall have received the items listed in Section 7.04.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer under this Agreement to purchase and pay for the Stock and the Notes shall, at the option of the Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: 5.1 Buyer shall have entered into a Stock Purchase Agreement satisfactory to it with each of the Other Stockholders of the Company for the purchase in the aggregate (including the Stock being purchased hereunder) of all of the issued and outstanding common stock of the Company, Buyer shall have entered into a Note Purchase Agreement satisfactory to it with each of the Noteholders, and each of the Other Stockholders and Noteholders have performed all of their obligations under their respective Stock Purchase Agreement and Note Purchase Agreement and are ready, willing and able to deliver to Buyer their stock and notes on the Closing Date. 5.2 There shall have been no material breach by the Seller in the performance of any of its covenants and agreements herein, each of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date and there shall have been delivered to the Buyer a certificate or certificates to that effect, dated the Closing Date and signed by the Seller.