Common use of Conditions Precedent to the Obligations Clause in Contracts

Conditions Precedent to the Obligations. OF THE SELLERS 14 (a) Accuracy of Representations and Warranties 14 (b) Performance of Agreements 14 (c) Officer’s Certificate 14 (d) Payment of Purchase Price 14 (f) Opinion of Purchaser’s Counsel 14 (g) Tangible Net Worth 15 (h) Legal Lending Limit 15 ARTICLE 4 OTHER AGREEMENTS 15 SECTION 4.1 TAX MATTERS 15 SECTION 4.2 COOPERATION 15 SECTION 4.3 APPROVALS 15 SECTION 4.4 EMPLOYEE BENEFITS 15 SECTION 4.5 CONDUCT OF THE BUSINESS OF THE COMPANY 15 SECTION 4.6 PUBLICITY 15 SECTION 4.7 WAREHOUSE LINE OF CREDIT 16 SECTION 4.8 TAX LIABILITIES 16 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION 16 SECTION 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 16 SECTION 5.2 INDEMNIFICATION BY SELLERS 16 SECTION 5.3 INDEMNIFICATION BY PURCHASER 16 SECTION 5.4 ASSERTION OF INDEMNIFICATION CLAIM 17 SECTION 5.5 INDEMNIFICATION NET OF INSURANCE RECOVERY 17 SECTION 5.6 LIMITATION OF LIABILITY 17 ARTICLE 6 TERMINATION 18 SECTION 6.1 TERMINATION 18 SECTION 6.2 EFFECT OF TERMINATION 18 ARTICLE 7 MISCELLANEOUS 18 SECTION 7.1 FEES AND EXPENSES 18 SECTION 7.2 NOTICES 18 SECTION 7.3 ENTIRE AGREEMENT 19 SECTION 7.4 BINDING EFFECT; BENEFIT 19 SECTION 7.5 SECTION HEADINGS; CONSTRUCTION 19 SECTION 7.6 COUNTERPARTS 19 SECTION 7.7 APPLICABLE LAW 20 SECTION 7.8 TIME OF ESSENCE 20 SECTION 7.9 SEVERABILITY 20 Exhibits Exhibit A - Definitions Exhibit B - Opinion Letter Exhibit C - Opinion Letter Schedules Schedule 2.3(b) - Subsidiaries, Affiliates and Equity Investments Schedule 2.3(d) - Non-Contravention Schedule 2.3(e) - Financial Statements Schedule 2.3(f) - Undisclosed Liabilities Schedule 2.3(g) - Tax Liabilities Schedule 2.3(i) - Title to Property Schedule 2.3(j) - Loans Receivable Schedule 2.3(k) - Legal Proceedings Schedule 2.3(l) - Insurance Schedule 2.3(n) - Commitments Schedule 2.3(o) - Intellectual Property Schedule 2.3(p) - Compliance with Laws Schedule 2.3(q) - Absence of Changes Schedule 2.3(r) - Employee Benefit Plans Schedule 2.3(t) - Environmental Violations Schedule 2.3(u) - Relationships with Related Parties Schedule 2.3(v) - Leases MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2004, is made and entered into by and among CARDINAL BANK, N.A. (“Purchaser”), and UNITED BANK (“Seller”). Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Terms capitalized but not otherwise defined herein have the meanings ascribed to them in Exhibit A hereto.

Conditions Precedent to the Obligations. OF THE SELLERS 14 (a) Accuracy of Representations and Warranties 14 (b) Performance of Agreements 14 (c) Officer’s Certificate 14 (d) Payment of Purchase Price 14 (f) Opinion of Purchaser’s 's Counsel 14 (g) Tangible Net Worth 15 (h) Legal Lending Limit 15 ARTICLE 4 OTHER AGREEMENTS 15 SECTION 4.1 TAX MATTERS 15 SECTION 4.2 COOPERATION 15 SECTION 4.3 APPROVALS 15 SECTION 4.4 EMPLOYEE BENEFITS 15 SECTION 4.5 CONDUCT OF THE BUSINESS OF THE COMPANY 15 SECTION 4.6 PUBLICITY 15 SECTION 4.7 WAREHOUSE LINE OF CREDIT 16 SECTION 4.8 TAX LIABILITIES 16 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION 16 SECTION 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 16 21 SECTION 5.2 INDEMNIFICATION BY SELLERS 16 22 SECTION 5.3 INDEMNIFICATION BY PURCHASER 16 22 SECTION 5.4 ASSERTION OF INDEMNIFICATION CLAIM 17 SECTION 5.5 INDEMNIFICATION NET OF INSURANCE RECOVERY 17 23 SECTION 5.6 LIMITATION OF LIABILITY 17 23 ARTICLE 6 TERMINATION 18 SECTION 6.1 TERMINATION 18 23 SECTION 6.2 EFFECT OF TERMINATION 18 24 ARTICLE 7 MISCELLANEOUS 18 24 SECTION 7.1 FEES AND EXPENSES 18 24 SECTION 7.2 NOTICES 18 SECTION 7.3 ENTIRE AGREEMENT 19 SECTION 7.4 BINDING EFFECT; BENEFIT 19 SECTION 7.5 SECTION HEADINGS; CONSTRUCTION 19 SECTION 7.6 COUNTERPARTS 19 SECTION 7.7 APPLICABLE LAW 20 26 SECTION 7.8 TIME OF ESSENCE 20 26 SECTION 7.9 SEVERABILITY 20 ii Exhibits Exhibit A - Definitions Exhibit B - Opinion Letter Exhibit C - Opinion Letter Schedules Schedule 2.3(b) - Subsidiaries, Affiliates and Equity Investments Schedule 2.3(d) - Non-Contravention Schedule 2.3(e) - Financial Statements Schedule 2.3(f) - Undisclosed Liabilities Schedule 2.3(g) - Tax Liabilities Schedule 2.3(i) - Title to Property Schedule 2.3(j) - Loans Receivable Schedule 2.3(k) - Legal Proceedings Schedule 2.3(l) - Insurance Schedule 2.3(n) - Commitments Schedule 2.3(o) - Intellectual Property Schedule 2.3(p) - Compliance with Laws Schedule 2.3(q) - Absence of Changes Schedule 2.3(r) - Employee Benefit Plans Schedule 2.3(t) - Environmental Violations Schedule 2.3(u) - Relationships with Related Parties Schedule 2.3(v) - Leases MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2004, is made and entered into by and among CARDINAL BANK, N.A. (“Purchaser”), and UNITED BANK (“"Seller”"). Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Terms capitalized but not otherwise defined herein have the meanings ascribed to them in Exhibit A hereto.

Conditions Precedent to the Obligations. OF BUYER 28 7.1 Compliance with Agreement 28 7.2 Representations and Warranties 28 7.3 Deliveries at Closing 29 7.4 Other Documents 29 7.5 Required Approvals and Consent 29 7.6 Absence of Investigations and Proceedings 29 7.7 FCC Consent 29 7.8 Licenses 29 7.9 Release of Liens 29 ARTICLE VIII CONDITIONS PRECEDENT TO THE SELLERS 14 (a) Accuracy OBLIGATIONS OF SELLER 29 8.1 Compliance with Agreement 29 8.2 Representations and Warranties 30 8.3 Deliveries at Closing 30 8.4 Other Documents 30 8.5 Absence of Investigations and Proceedings 30 8.6 Governmental Consents 30 ARTICLE IX INDEMNIFICATION 30 9.1 Survival of Representations and Warranties 14 (b) Performance 30 9.2 Indemnification by Seller 31 9.3 Indemnification by Buyer 31 9.4 Indemnification Procedures 32 9.5 Remedies 33 9.6 Certain Limitations of Agreements 14 (c) Officer’s Certificate 14 (d) Payment Liability 34 9.7 Determination of Purchase Price 14 (f) Opinion Loss and Amount 34 9.8 Survival 34 ARTICLE X FURTHER AGREEMENTS 34 10.1 Event of Purchaser’s Counsel 14 (g) Tangible Net Worth 15 (h) Loss 34 10.2 Station Employees 34 10.3 Bulk Transfer 35 10.4 Non-Solicitation 35 10.5 Rescission of Agreement 35 ARTICLE XI TERMINATION; MISCELLANEOUS 36 11.1 Termination 36 11.2 Rights on Termination; Waiver 37 11.3 Further Assurances 37 11.4 Survival 37 11.5 Entire Agreement; Amendment; Waivers 38 11.6 Expenses 38 11.7 Benefit; Assignment 38 11.8 Confidentiality 38 11.9 Notices 40 11.10 Counterparts; Headings 40 11.11 Income Tax Position 40 11.12 Severability 40 11.13 No Reliance 41 11.14 Judicial Interpretation 41 11.15 Saturdays, Sundays and Legal Lending Limit 15 ARTICLE 4 OTHER AGREEMENTS 15 SECTION 4.1 TAX MATTERS 15 SECTION 4.2 COOPERATION 15 SECTION 4.3 APPROVALS 15 SECTION 4.4 EMPLOYEE BENEFITS 15 SECTION 4.5 CONDUCT OF THE BUSINESS OF THE COMPANY 15 SECTION 4.6 PUBLICITY 15 SECTION 4.7 WAREHOUSE LINE OF CREDIT 16 SECTION 4.8 TAX LIABILITIES 16 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION 16 SECTION 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 16 SECTION 5.2 INDEMNIFICATION BY SELLERS 16 SECTION 5.3 INDEMNIFICATION BY PURCHASER 16 SECTION 5.4 ASSERTION OF INDEMNIFICATION CLAIM 17 SECTION 5.5 INDEMNIFICATION NET OF INSURANCE RECOVERY 17 SECTION 5.6 LIMITATION OF LIABILITY 17 ARTICLE 6 TERMINATION 18 SECTION 6.1 TERMINATION 18 SECTION 6.2 EFFECT OF TERMINATION 18 ARTICLE 7 MISCELLANEOUS 18 SECTION 7.1 FEES AND EXPENSES 18 SECTION 7.2 NOTICES 18 SECTION 7.3 ENTIRE AGREEMENT 19 SECTION 7.4 BINDING EFFECT; BENEFIT 19 SECTION 7.5 SECTION HEADINGS; CONSTRUCTION 19 SECTION 7.6 COUNTERPARTS 19 SECTION 7.7 APPLICABLE LAW 20 SECTION 7.8 TIME OF ESSENCE 20 SECTION 7.9 SEVERABILITY 20 Exhibits Holidays 41 11.16 Governing Law 41 EXHIBITS Assumption Agreement Exhibit A - Definitions Xxxx of Sale and Assignment Exhibit B - Opinion Letter Buyer’s Closing Certificate Exhibit C - Opinion Letter Schedules Schedule 2.3(b) - Subsidiaries, Affiliates Buyer’s Performance Certificate Exhibit D Assignment and Equity Investments Schedule 2.3(d) - Non-Contravention Schedule 2.3(e) - Financial Statements Schedule 2.3(f) - Undisclosed Liabilities Schedule 2.3(g) - Tax Liabilities Schedule 2.3(i) - Title to Property Schedule 2.3(j) - Loans Receivable Schedule 2.3(k) - Legal Proceedings Schedule 2.3(l) - Insurance Schedule 2.3(n) - Commitments Schedule 2.3(o) - Intellectual Property Schedule 2.3(p) - Compliance with Laws Schedule 2.3(q) - Absence Assumption of Changes Schedule 2.3(r) - Employee Benefit Plans Schedule 2.3(t) - Environmental Violations Schedule 2.3(u) - Relationships with Related Parties Schedule 2.3(v) - Contracts Exhibit E Assignment and Assumption of Leases MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2004, is made and entered into by and among CARDINAL BANK, N.A. (“Purchaser”), and UNITED BANK (“Exhibit F Seller”). Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Terms capitalized but not otherwise defined herein have the meanings ascribed to them in ’s Closing Certificate Exhibit A hereto.G Seller’s Performance Certificate Exhibit H Noncompete Agreement Exhibit I

Conditions Precedent to the Obligations. OF THE SELLERS 14 (a) Accuracy of Representations Both Parties 9 Section 5.2 Conditions Precedent to the Obligations of Buyer 10 Section 5.3 Conditions Precedent to the Obligations of Seller 10 ARTICLE VI TERMINATION, AMENDMENT AND WAIVER 11 Section 6.1 Termination 11 Section 6.2 Costs and Warranties 14 (b) Performance Expenses 12 Section 6.3 Effect of Agreements 14 (c) Officer’s Certificate 14 (d) Payment Termination 12 ARTICLE VII SURVIVAL; INDEMNIFICATION 12 Section 7.1 Survival 12 Section 7.2 Indemnification 12 Section 7.3 Exclusive Remedy 15 Section 7.4 Tax Treatment of Purchase Price 14 (f) Opinion of Purchaser’s Counsel 14 (g) Tangible Net Worth 15 (h) Legal Lending Limit Indemnity Payments 15 ARTICLE 4 OTHER AGREEMENTS 15 SECTION 4.1 TAX MATTERS 15 SECTION 4.2 COOPERATION 15 SECTION 4.3 APPROVALS 15 SECTION 4.4 EMPLOYEE BENEFITS 15 SECTION 4.5 CONDUCT OF THE BUSINESS OF THE COMPANY 15 SECTION 4.6 PUBLICITY 15 SECTION 4.7 WAREHOUSE LINE OF CREDIT VIII MISCELLANEOUS PROVISIONS 16 SECTION 4.8 TAX LIABILITIES Section 8.1 Successors And Assigns; Third-Party Beneficiaries 16 Section 8.2 Fees and Expenses 16 Section 8.3 Notices 16 Section 8.4 Entire Agreement 17 Section 8.5 Waivers and Amendments 17 Section 8.6 Severability 17 Section 8.7 Titles and Headings 17 Section 8.8 Signatures and Counterparts 17 Section 8.9 Governing Law 18 Section 8.10 Specific Performance 18 Section 8.11 Consent to Jurisdiction 18 Section 8.12 Waiver of Trial by Jury 18 Section 8.13 Construction 19 Section 8.14 No Recourse 19 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION 16 SECTION 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 16 SECTION 5.2 INDEMNIFICATION BY SELLERS 16 SECTION 5.3 INDEMNIFICATION BY PURCHASER 16 SECTION 5.4 ASSERTION OF INDEMNIFICATION CLAIM 17 SECTION 5.5 INDEMNIFICATION NET OF INSURANCE RECOVERY 17 SECTION 5.6 LIMITATION OF LIABILITY 17 ARTICLE 6 TERMINATION 18 SECTION 6.1 TERMINATION 18 SECTION 6.2 EFFECT OF TERMINATION 18 ARTICLE 7 MISCELLANEOUS 18 SECTION 7.1 FEES AND EXPENSES 18 SECTION 7.2 NOTICES 18 SECTION 7.3 ENTIRE AGREEMENT 19 SECTION 7.4 BINDING EFFECT; BENEFIT 19 SECTION 7.5 SECTION HEADINGS; CONSTRUCTION 19 SECTION 7.6 COUNTERPARTS 19 SECTION 7.7 APPLICABLE LAW IX DEFINITIONS 20 SECTION 7.8 TIME OF ESSENCE 20 SECTION 7.9 SEVERABILITY Section 9.1 Definitions 20 Exhibits Exhibit A - Definitions Form of Membership Interest Assignment Agreement Exhibit B - Opinion Letter Form of Parent Guaranty Exhibit C - Opinion Letter Schedules Schedule 2.3(b) - Subsidiaries, Affiliates and Equity Investments Schedule 2.3(d) - Non-Contravention Schedule 2.3(e) - Financial Statements Schedule 2.3(f) - Undisclosed Liabilities Schedule 2.3(g) - Tax Liabilities Schedule 2.3(i) - Title to Property Schedule 2.3(j) - Loans Receivable Schedule 2.3(k) - Legal Proceedings Schedule 2.3(l) - Insurance Schedule 2.3(n) - Commitments Schedule 2.3(o) - Intellectual Property Schedule 2.3(p) - Compliance with Laws Schedule 2.3(q) - Absence Form of Changes Schedule 2.3(r) - Employee Benefit Plans Schedule 2.3(t) - Environmental Violations Schedule 2.3(u) - Relationships with Related Parties Schedule 2.3(v) - Leases MEMBERSHIP INTEREST Settlement Agreement Exhibit D Form of Registration Rights Agreement PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2004, ) is made and entered into as of December 14, 2017 (the “Execution Date”), by and among CARDINAL BANKCNX Gas Company LLC, N.A. a Delaware limited liability company (“PurchaserBuyer”), and UNITED BANK NBL Midstream, LLC, a Delaware limited liability company (“Seller”). Buyer and Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Terms capitalized but Capitalized terms not otherwise defined herein shall have the meanings ascribed assigned to them such terms in Exhibit A heretoArticle IX.