Common use of CONDITIONS TO OBLIGATION OF SHERIDAN Clause in Contracts

CONDITIONS TO OBLIGATION OF SHERIDAN. The obligations of Sheridan to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions: (a) the representations and warranties contained in Article IV, to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified, shall be accurate in all material respects, as of the Closing Date as though such representations and warranties had been made at and as of that time; (b) JEDI I Partnership shall have performed and complied with all of the covenants and agreements hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (d) JEDI I Partnership shall have delivered to Sheridan a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(c) is satisfied in all respects; (e) the conditions to the closing of the transactions contemplated by the GGP/Sheridan Purchase Agreement shall have been satisfied and such transaction shall have been consummated; and (f) Sheridan shall have received an opinion of (i) Xxxxx Xxxxxx Xxxxxx, General Counsel of JEDI I Partnership, addressing the matters set forth in Section 4.1 and 4.2, and (ii) Xxxxxx & Xxxxxx L.L.P. addressing the matters set forth in Section 4.3, in each case, dated as of the Closing Date and including such exceptions and assumptions as are customary in such opinions, in form and substance reasonably acceptable to Sheridan.

CONDITIONS TO OBLIGATION OF SHERIDAN. The obligations of Sheridan to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions: (a) the representations and warranties contained in Article IV, to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified, shall be accurate in all material respects, as of the Closing Date as though such representations and warranties had been made at and as of that time; (b) JEDI I Partnership shall have performed and complied with all of the covenants and agreements hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (d) JEDI I Partnership shall have delivered to Sheridan a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(c) is satisfied in all respects; (e) the conditions to the closing of the transactions contemplated by the GGP/Sheridan Purchase Agreement shall have been satisfied and such transaction shall have been consummated; and (f) Sheridan shall have received an opinion of (i) Xxxxx Julix Xxxxxx Xxxxxx, General Xxneral Counsel of JEDI I Partnership, addressing the matters set forth in Section 4.1 and 4.2, and (ii) Xxxxxx Vinsxx & Xxxxxx Xlkixx L.L.P. addressing the matters set forth in Section 4.3, in each case, dated as of the Closing Date and including such exceptions and assumptions as are customary in such opinions, in form and substance reasonably acceptable to Sheridan.

CONDITIONS TO OBLIGATION OF SHERIDAN. The obligations obligation of Sheridan to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions: (a) the representations and warranties contained in Article IV, to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified, shall be accurate in all material respects, as of the Closing Date as though such representations and warranties had been made at and as of that time; (b) JEDI I Partnership GGP shall have performed and complied with all of the covenants and agreements hereunder in all material respects through the Closing; (c) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (d) JEDI I Partnership GGP shall have delivered to Sheridan a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(c) is satisfied in all respects; (e) the conditions to the closing of the transactions contemplated by the GGPJEDI I Partnership/Sheridan Purchase Agreement shall have been satisfied and such transaction shall have been consummated; and (f) Sheridan shall have received an opinion of (i) Xxxxx Xxxxxx Xxxxxxxxx & Xxxxxx, General Counsel of JEDI I PartnershipL.L.P., addressing the matters set forth in Section 4.1 and 4.1, 4.2, and (ii) Xxxxxx & Xxxxxx L.L.P. addressing the matters set forth in Section 4.3, in each case, dated as of the Closing Date and including such exceptions and assumptions as are customary in such opinions, in form and substance reasonably acceptable to Sheridan.

CONDITIONS TO OBLIGATION OF SHERIDAN. The obligations of Sheridan to consummate the transactions contemplated hereby is by this Agreement are subject to satisfaction or waiver of the following conditions:conditions on or before the Closing Date (and SCEI and AHC shall, concurrently with the Closing of this Agreement, consummate and close the AHC Purchase Agreement): (a) the CPN's representations and warranties contained in Article IV, to the extent qualified as to materiality shall be accurate in all respects, and, to the extent not so qualified4, shall be accurate in all material respects, as of the Closing Date as though such representations and warranties had been made at and as of that time; (b) JEDI I Partnership CPN (and, to the extent applicable, Calpine Corporation) shall have performed and complied with all of the its covenants and agreements hereunder set forth in all material respects this Agreement through the Closing, including but not limited to CPN's obligations to make the contributions to SCEI's capital required under Sections 2.2(b) and 2.2(c) and Calpine Corporation's obligations under Section 2.2(d) to cause CPN to make such contributions; (c) no action, suit, or proceeding shall be pending before any Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prevent consummation of any of the transactions contemplated by this Agreement or the AHC Purchase Agreement, and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (d) JEDI I Partnership AHC shall have consented to the assignment of the rights of Sheridan under the AHC Purchase Agreement to SCEI, and the acquisition of the AHC Properties shall have been consummated; (e) the Certificate of Designations shall have been filed with the Secretary of State of Delaware; (f) SCEI shall have entered into the Senior Loan Facility, and the funding of such Senior Loan Facility shall have been consummated; (g) all governmental consents and other consents described in Section 3.5 shall have been obtained, subject to the exceptions set forth therein; (h) Calpine Corporation shall have caused its Affiliate Calpine Fuels Corporation to enter into the Gas Purchase Agreement in the form of Exhibit G, and CPN shall have entered into a Stockholders Agreement in the form of Exhibit F and the Administrative Services Agreement in the form of Exhibit I; (i) Calpine Corporation shall have executed and delivered the Contingent Payment Guarantee in the form of Exhibit J; (j) CPN shall have delivered to Sheridan a certificate from the Chief Financial Officer of CPN to the effect that each the representations and warranties of CPN are true and accurate on and as of the conditions specified above Closing Date with the same effect as if made on and as of such date, CPN has performed and complied with all its covenants and agreements set forth in Section 6.2(a)-(c) is satisfied in all respects; (e) the conditions this Agreement required to the closing of the transactions contemplated by the GGP/Sheridan Purchase Agreement shall have been satisfied be performed and such transaction shall have been consummatedcomplied with prior to Closing; and (fk) Sheridan shall have received an opinion of (i) Xxxxx Xxxxxx XxxxxxXxxx Xxxxxxxxxxxx, Esq., Calpine Corporation's Assistant General Counsel of JEDI I Partnership, addressing the matters set forth in Section 4.1 and 4.2, and (ii) Xxxxxx & Xxxxxx L.L.P. addressing the matters set forth in Section 4.3, in each caseCounsel, dated as of the Closing Date and including such exceptions and assumptions as are customary in such opinionsDate, in the form attached as Schedule 6.2(k) as to the matters set forth in Sections 4.1, 4.2 and substance reasonably acceptable to Sheridan4.3.