Common use of Conditions Precedent to Obligations of the Purchaser Clause in Contracts

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser 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 the Purchaser only in writing): (a) each of the representations and warranties of the Sellers contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); (b) each Seller shall have duly performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) the Purchaser shall have received certificates, signed by duly authorized officers of each Seller and dated the Closing Date, to the effect that the conditions set forth in Sections 7.1(a) and 7.1(b) have been satisfied; (d) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the Sellers shall have received the consents, waivers and approvals listed on Schedule 7.2(e); and (f) the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (or be capable of closing simultaneous with the transactions contemplated hereby) in accordance with its terms.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement Limited Partnership Interests is subject subject, at the Time of Purchase, to the fulfillment, on prior or prior to the Closing Date, of each simultaneous satisfaction or waiver of the following conditions (any or all of which may be waived by the Purchaser only in writing):conditions: (a) each of the The representations and warranties of made by the Sellers contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified herein shall be true and correct in all material respects, as of the date hereof (except for changes permitted or contemplated by this Agreement) on and as of the Closing Time of Purchase with the same effect as if though such representations and warranties had been made on and as of the Closing (except for such representations Time of Purchase and warranties that are made as of a specific date which shall speak only as of such date); (b) each Seller the Sellers shall have duly performed and complied in all material respects with all obligations and agreements hereunder required in this Agreement to be performed or complied with by it on at or prior to the Time of Purchase. (b) The purchase of and payment for the Limited Partnership Interests (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation and (ii) shall not be the subject of a suit, action or other proceeding which, on the Closing Date;, shall be pending or threatened by or before any court or other governmental authority seeking to restrain, prohibit, enjoin or obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby. (c) the Purchaser The Time of Purchase shall have received certificatesnot be later than 5:00 p.m., signed by duly authorized officers of each Seller and dated the Closing DateNew York Time, on December 31, 1996, subject to the effect that the conditions set forth extension in Sections 7.1(aaccordance with Section 2.1(b) and 7.1(b) have been satisfied;hereof. (d) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby;Sellers shall deliver a fully executed Assignment in accordance with Section 2.1(c). (e) Each of the Sellers shall have received the consents, waivers execute and approvals listed on Schedule 7.2(e); and (f) the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (or be capable of closing simultaneous with the transactions contemplated hereby) in accordance with its termsdeliver a cross receipt.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate acquire the transactions contemplated by this Agreement Securities is subject subject, at the Time of Purchase, to the fulfillment, on prior or prior to the Closing Date, of each simultaneous satisfaction or waiver of the following conditions (any or all of which may be waived by the Purchaser only in writing):conditions: (a) each of the The representations and warranties of made by the Sellers contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified Company herein shall be true and correct in all material respects, as of the date hereof respects (except for changes expressly provided for by this Agreement) at and as of the Closing Time of Purchase with the same effect as if though such representations and warranties had been made on at and as of the Closing (except for such representations and warranties that are made as Time of a specific date which shall speak only as of such date); (b) each Seller Purchase, the Company shall have duly performed and complied in all material respects with all obligations agreements and agreements conditions set forth in or contemplated hereunder or in the Basic Documents required in this Agreement to be performed or complied with by it on at or prior to the Closing Date; (c) Time of Purchase, and the Purchaser shall have received certificatesa certificate certifying as to the foregoing executed by a executive officer of the Company and dated as of the Closing Date. (b) The Purchaser shall have received an opinion, signed by duly authorized officers of each Seller addressed to it and dated the Closing Date, to of Haynxx xxx Boonx, XXP, counsel for the effect that Company, substantially in the conditions set forth in Sections 7.1(a) and 7.1(b) have been satisfied;form of Exhibit I hereto. (dc) there The purchase of and payment for the Securities and the application of proceeds thereof by the Company in accordance with the terms of this Agreement (i) shall not be in effect prohibited or enjoined (temporarily or permanently) by any Order by a Governmental Body of competent jurisdiction restraining, enjoining applicable law or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the Sellers governmental regulation nor shall have received the consents, waivers and approvals listed on Schedule 7.2(e); and (f) the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (any Action seeking such prohibition or be capable of closing simultaneous with the transactions contemplated hereby) in accordance with its terms.injunction be

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser 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 the Purchaser only in writingwhole or in part to the extent permitted by applicable law): (a) each of the Purchaser shall have reached an agreement in principle to purchase from M&I Bank the loans made by M&I Bank to Crescent Oil Company, Inc. and Crescent Stores Corporation; (b) all representations and warranties of the Sellers contained in this Agreement qualified as to materiality shall be true and correct, and those not so qualified herein shall be true and correct in all material respects, as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date)hereof; (bc) each Seller the Sellers shall have duly performed and complied in all material respects with all obligations and agreements covenants required in by this Agreement to be performed or complied with by it them on or prior to the Closing Date; (cd) Certificates representing the Purchaser Shares shall have received certificatesbeen, signed by duly authorized officers of each Seller and dated or shall at the Closing Datebe, validly delivered and transferred to the effect that the conditions set forth in Sections 7.1(a) Purchaser, free and 7.1(b) have been satisfiedclear of any and all Liens; (de) there shall not have been or occurred any material adverse change in the Business; (f) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Sellers, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order order by a Governmental Body governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the Sellers shall have received the consents, waivers and approvals listed on Schedule 7.2(e); and (f) the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (or be capable of closing simultaneous with the transactions contemplated hereby) in accordance with its terms.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Transactions 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 the Purchaser only in writingwhole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of the Sellers contained in this Agreement (i) that are not qualified as to by materiality shall be true and correct, and those not so qualified or a Material Adverse Effect shall be true and correct in all material respects, as of the date hereof and as of the Closing as if made respects on and as of the Closing (Date, except for to the extent expressly made as of an earlier date, in which case as of such earlier date, and except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date, except to the extent expressly made as of a specific date an earlier date, in which shall speak only case as of such earlier date); and the Purchaser shall have received a certificate signed by authorized officers of the Sellers, dated the Closing Date, to the foregoing effect; (b) each Seller the Sellers shall have duly performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or them prior to the Closing Date; (c) , and the Purchaser shall have received certificates, a certificate signed by duly authorized officers of each Seller and the Sellers, dated the Closing Date, to the effect that the conditions set forth in Sections 7.1(a) and 7.1(b) have been satisfied;forgoing effect; and (d) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (ec) the Sellers shall have received delivered, or caused to be delivered, to the consents, waivers and approvals listed on Schedule 7.2(e); and (f) Purchaser all of the transactions contemplated by the Aircraft Management Business Purchase Agreement shall have closed (or be capable of closing simultaneous with the transactions contemplated hereby) items set forth in accordance with its termsSection 4.2.