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

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser Parent and Acquisition Sub contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser Parent and Acquisition Sub contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser Parent and Acquisition Sub contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser Parent and Acquisition Sub shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser Parent and Acquisition Sub on or prior to the Closing Date;, including, without limitation, those set forth on Schedule 6.2 attached hereto (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser Parent and the Acquisition Sub certifying as to the fulfillment of the conditions specified in Sections 7.2(a6.2(a), 7.2(b6.2(b) and 7.2(c6.2(c), and resolutions of the Board of Directors of the Parent and Acquisition Sub authorizing the acquisition of the Seller; and (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (e) no Legal Proceedings legal proceedings shall have been instituted or threatened or claim or demand made against the Seller, the CompanyPurchaser, 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.; and

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereofhereof and as of the Closing Date; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); andall required certificates; (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 by a Governmental Body or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (f) the Seller shall have obtained all consents and waivers.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and; (e) no Legal Proceedings legal proceedings shall have been instituted or threatened or claim or demand made against the SellerSellers, 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; and (f) the Employment Agreements shall have been executed by the designated employees and the Company or Tcomt.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all The representations and warranties of the Purchaser contained herein Buyer set forth in this Agreement shall be true and correct (without giving effect to any “materiality” or “Material Adverse Event” or similar qualifiers set forth therein) as of the date hereof; (b) all representations of this Agreement and warranties as of the Purchaser contained herein qualified Closing as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, though made at and as of the Closing Date with (except to the same effect as though those extent that such representations and warranties had been made again at and expressly relate to an earlier date, in which case as of such earlier date), except for breaches or inaccuracies of representations or warranties that date;do not constitute or would not reasonably be expected to constitute, individually or in the aggregate, an event that results in a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement, and the Seller shall have received a certificate signed by an authorized officer of the Buyer (in form and substance reasonably satisfactory to the Seller), dated the Closing Date, to such effect; and (cb) the Purchaser The Buyer shall have performed and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with by Purchaser the Buyer on or prior to the Closing Date; (d) , and the Seller shall have been furnished with certificates received a certificate signed by an authorized officer of the Buyer (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against dated the SellerClosing Date, 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 by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebysuch effect.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) Certificates representing the Purchaser Common Stock shall have been, or shall at the Closing be, validly delivered and transferred to the Seller, or the Seller’s designee(s), free and clear of any and all Liens; (b) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (bc) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (cd) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (de) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (ef) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each of the following conditions (conditions, any one or all more of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):its sole discretion: (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (ci) the Purchaser shall have performed and complied in with, all material respects with all obligations agreements and covenants commitments required by this Agreement to be performed or complied with by Purchaser on or it prior to the Closing Dateor at Closing; (dii) all Consents of any Person required for the consummation of the transactions contemplated by this Agreement shall have been obtained and all waiting periods specified under applicable Laws, and all extensions thereof, the passing of which is necessary for such consummation, shall have passed (and the Seller shall have been furnished with certificates reasonable evidence of the obtaining of all such Consents and the timely making of all required filings and consultations); (dated iii) the Closing Date and in form and substance reasonably satisfactory Purchaser shall have tendered to the Seller) executed by Seller the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); andShares Closing Payment; (eiv) no Legal Proceedings shall have been instituted preliminary or threatened permanent injunction or claim other order issued by any court or demand made against the Sellerother governmental or regulatory authority, the Companynor any statute, rule, regulation, decree or the Purchaser seeking to restrain executive order promulgated or prohibit enacted by any government or to obtain substantial damages with governmental or regulatory authority, that declared this Agreement invalid or unenforceable in any respect to or which prevents the consummation of the transactions contemplated herebyhereby shall be in effect; and (v) all certificates, instruments and other documents required to be executed or delivered by or on behalf of the Purchaser under the provisions of this Agreement, and there shall not all other actions and proceedings required to be taken by or on behalf of the Purchaser in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation furtherance of the transactions contemplated hereby, shall be reasonably satisfactory in form and substance.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Seller, in whole or in part part, subject to the extent permitted by applicable lawApplicable Law): (a) all The representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein that are qualified as to materiality shall be true and correct, complete in all respects and all representations and warranties of the Purchaser contained herein each such representation or warranty that is not so qualified as to materiality shall be true and correct complete in all material respects, in each case as of the date hereof and at and as of the Closing Date with Date, except to the same effect as though those extent that any of such representations and or warranties had been made again at and refers specifically to a date other than to the date hereof or the Closing Date, in which case as of that such other date; (cb) the The Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser them on or prior to the Closing Date, in all material respects; (c) Progress Energy and Duke Power or NCMPA, as applicable, shall have executed the PGN Guaranty Termination and Release Agreements and any credit support provided under the PGN Guaranties, the Duke Contracts or the NCMPA Contracts returned or terminated; (d) The transactions contemplated in the Seller DeSoto Agreement shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory closed, unless any failure to close such transactions was due solely to the Seller) executed by the Chief Executive Officer ’s material breach of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c)DeSoto Agreement; and (e) no Legal Proceedings The Purchaser shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect delivered to the consummation of Seller the transactions deliveries contemplated hereby, and 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 herebySection 3.3.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) ; all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (cb) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) The SEC shall have declared the S-4 effective. No stop order suspending the effectiveness of the S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC. (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof; (b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and (e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, 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 by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.