Common use of Conditions to Seller’s Closing Obligations Clause in Contracts

Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby is subject to the fulfillment or waiver by Seller at or prior to the Closing Date of the following additional conditions: (a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) The representations and warranties of Buyer set forth in Article VI shall be true and correct, disregarding any materiality or Material Adverse Effect qualifications therein, as of the Effective Time as though made at and as of the Effective Time (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties to be true and correct that do not, individually or in the aggregate, cause such representations and warranties of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; (c) Seller shall have received a certificate from Buyer, signed on its behalf by a senior executive officer of Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (d) The Required Regulatory Approvals shall have been obtained and shall have become Final Regulatory Orders, shall not impose a Burdensome Condition on Seller, and shall not or would not result in a material adverse effect on Seller and its Affiliates, taken as a whole; (e) Except as would not, in the aggregate, result in a material adverse effect on Seller and its Affiliates, taken as a whole, all consents and approvals of third parties (other than the Required Regulatory Approvals) required in connection with the consummation of the transactions contemplated hereby shall have been obtained; and (f) Seller shall have received the other items to be delivered pursuant to Section 4.4.

Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby is subject to the fulfillment or waiver by Seller at on or prior to the Closing Date of the following additional conditions: (a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) The the representations and warranties of Buyer set forth in Article VI shall be true and correct, disregarding any materiality or Material Adverse Effect material adverse effect qualifications therein, as of the Effective Time as though made at and as of the Effective Time (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and or warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties to be true and correct that do not, individually or in the aggregate, cause such representations and warranties of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; (c) Seller shall have received a certificate from Buyer, signed on its behalf by a senior executive officer of Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (d) The the Required Regulatory Approvals shall have been obtained and shall have become Final Regulatory Orders, shall not impose a Burdensome Condition on Seller, and shall not or would not result in a material adverse effect on Seller and its Affiliates, taken as a whole; (e) Except except as would not, in the aggregate, result in a material adverse effect on Seller and its Affiliates, taken as a whole, all consents and approvals of third parties (other than the Required Regulatory Approvals) required in connection with the consummation of the transactions contemplated hereby shall have been obtained; and (f) Seller shall have received the other items to be delivered pursuant to Section 4.4.

Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby comply with Section 8.1 of this Agreement is subject to the fulfillment reasonable satisfaction or waiver in writing by Seller of the following conditions on or before the Closing Date: 9.2.1 Buyer shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date of the following additional conditions:Date. (a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) 9.2.2 The representations and warranties of Buyer set forth contained in Article VI this Agreement shall be true and correct, disregarding any materiality or Material Adverse Effect qualifications therein, as of the Effective Time as though made at and as of the Effective Time (except to Closing Date, as if the extent that any such representation or warranty speaks as of a particular date, Closing Date was substituted for the date in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties warranties. 9.2.3 All corporate and other proceedings required of Buyer in connection with the transactions contemplated by this Agreement and by the Ancillary Agreements shall have been performed by Buyer. 9.2.4 No action, suit, investigation or proceeding other than AMTI shall have been instituted or threatened, in each case that has not been withdrawn, dismissed or ceased to be true threatened, to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. No injunction or restraining order shall have been issued by any court of competent jurisdiction and correct be in effect that do notrestrains or prohibits any transaction contemplated hereby No Governmental Authority shall have enacted, individually issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that remains in effect and that has the aggregate, cause such representations and warranties effect of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate making the transactions contemplated hereby on a timely basis; (c) illegal or otherwise restraining, enjoining or prohibiting consummation of the transactions contemplated by this Agreement, and neither Buyer nor Seller shall have received a certificate written notice from Buyer, signed on its behalf by a senior executive officer of Buyer and dated the Closing Date, any Governmental Authority that it has determined to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; (d) The Required Regulatory Approvals shall have been obtained and shall have become Final Regulatory Orders, shall not impose a Burdensome Condition on Seller, and shall not institute any suit or would not result in a material adverse effect on Seller and its Affiliates, taken as a whole; (e) Except as would not, in the aggregate, result in a material adverse effect on Seller and its Affiliates, taken as a whole, all consents and approvals of third parties (other than the Required Regulatory Approvals) required in connection with proceeding to restrain or enjoin the consummation of the transactions contemplated hereby shall have been obtained; and (f) Seller shall have received or to nullify or render ineffective this Agreement if consummated, or to take any other action that would result in the other items to be delivered pursuant to Section 4.4prohibition or a material change in the terms of the transactions contemplated.

Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby is subject to the fulfillment or waiver by Seller at on or prior to the Closing Date of the following additional conditions: (a) Buyer shall have performed and complied in all material respects with the material covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date; (b) The the representations and warranties of Buyer set forth in Article VI shall be true and correct, disregarding correct (without giving effect to any limitation as to materiality or Material Adverse Effect qualifications set forth therein, ) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties to be true and correct that do not, individually or in the aggregate, cause such representations and warranties of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; (c) Seller shall have received a certificate from Buyer, signed on its behalf by a senior executive officer of Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections Section 8.3(a) and Section 8.3(b) have been satisfied; (d) The with the exception of the FERC capacity release waiver order which instead will be subject to Section 8.3(g) below, the Required Regulatory Approvals shall have been obtained and shall have become Final Regulatory Orders, shall not impose a Burdensome Condition on Seller, and shall not or would not result in a material adverse effect on Seller and its Affiliates, taken as a whole; (e) Except except as would notnot be reasonably expected to, in the aggregate, result in a material adverse effect on Seller and its Affiliates, taken as a whole, all consents and approvals of third parties (other than the Required Regulatory Approvals) required in connection with the consummation of the transactions contemplated hereby shall have been obtained; and; (f) Seller shall have received the other items to be delivered pursuant to Section 4.4; and (g) a FERC order granting waivers permitting the permanent release or assignment of interstate natural gas transportation and storage capacity service agreements to Buyer shall have been obtained prior to the Closing and shall have become a Final Regulatory Order, or, if such order granting a waiver is not obtained prior to the Closing, the Parties shall have on substantially the same economic basis otherwise ensured that the capacity to which Seller is currently entitled is preserved through the transaction for the benefit of Buyer or its Affiliates.