Common use of Conditions to the Obligations of Sellers Clause in Contracts

Conditions to the Obligations of Sellers. The obligation of each Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by such Seller: (a) Purchaser shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser contained in this Agreement (without regard to material adverse effect or similar qualifiers) shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that have not in the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (c) such Seller shall have received a certificate signed on behalf of Purchaser indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller shall have received the deliveries to be made by Purchaser under Section 2.05.

Conditions to the Obligations of Sellers. The obligation obligations of each Seller Sellers to proceed with consummate the Closing is transactions contemplated hereby are subject to the satisfaction on (or prior to the Closing Date waiver by Sellers) of the following further conditions, any one or more of which may be waived, in whole or in part, by such Seller: (a) the representations and warranties of Purchaser shall be true and accurate as of the Closing Date as if made at and as of such time (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or similar qualifications set forth therein) would not individually or in the aggregate materially hinder, impair or delay Purchaser's ability to consummate the transactions contemplated by this Agreement; (b) Purchaser shall have performed in all material respects all of its the obligations hereunder required to be performed by it Purchaser at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser contained in this Agreement (without regard to material adverse effect or similar qualifiers) shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that have not in the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunder;; and (c) such Seller Sellers shall have received a certificate signed on behalf by an officer of Purchaser indicating that Purchaser, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, the conditions provided set forth in Section 7.03(aSections 6.3(a) and Section 7.03(b6.3(b) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller shall have received the deliveries to be made by Purchaser under Section 2.05.

Conditions to the Obligations of Sellers. The obligation obligations of each Seller Sellers to proceed with consummate the Closing is transactions under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following further conditionsfulfillment, any one or more of which may be waived, in whole or in part, by such Seller: (a) Purchaser shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing DateClosing, except of each of the following conditions (solely for any of which may be waived in writing by the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder;Sellers’ Representative): (ba) the representations and warranties of Purchaser Buyers contained in this Agreement (without regard to material adverse effect that are not qualified by materiality, “Material Adverse Effect” or similar qualifiers) qualifiers shall be true in all material respects at and correct as of the date hereof and at and as of the time of the Closing with the same effect as if they had been made again at and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties of Buyers contained in this Agreement that are qualified by materiality, “Material Adverse Effect” or similar qualifiers shall be true in all respects at and as of the date hereof and at and as of the time of the Closing with the same effect as if they had been made again at and as of the Closing; (b) Buyers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be true and correct that have not in performed or complied with by them prior to or at the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunderClosing; (c) such Seller there shall have received a certificate signed on behalf of Purchaser indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) not have been satisfiedbetween the date hereof and the Closing any event or circumstance that has had or would reasonably be expected to have a Buyer Material Adverse Effect; (d) the Seller Approvals for the applicable Company Buyers shall have been obtainedmade the payment contemplated by Section 8.3; and (e) the applicable Seller Sellers shall have received been furnished with a certificate from Buyer, dated the deliveries Closing Date, in form and substance satisfactory to be made by Purchaser under Section 2.05them, certifying to the fulfillment of the conditions set forth in Sections 7.3(a), 7.3(b) and 7.3(c).

Conditions to the Obligations of Sellers. The obligation obligations of each Seller Sellers to proceed with consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction on or prior to the Closing Date of the following further additional conditions, any one or more of which may be waived, waived in whole or in part, writing by such SellerSellers: (a) Purchaser shall have performed all Each of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser contained in this Agreement (without regard to material adverse effect or similar qualifiers) shall be true and correct in all material respects both on the date hereof and as of the Closing Date Closing, as if made anew at and as of that time (except to the extent such that representations and warranties expressly relate to an earlier date, that are made as of a specific date need be true and correct in which case all material respects only as of such earlier date), except (solely in each case for changes after the purposes of date hereof which are expressly contemplated or permitted by this Section 7.03(b)) for failures Agreement, and each of the representations covenants and warranties agreements of Purchaser to be true performed as of or prior to the Closing shall have been duly performed in all material respects. (b) Purchaser shall have delivered to Escrowee al(documents and correct that have not in the aggregate had a material adverse effect on Purchaser’s ability instruments required to perform its obligations hereunder;be delivered by Purchase pursuant to Section 2.2(b)(iv) hereof. (c) such Seller Purchaser shall have received delivered to Sellers a certificate signed on behalf by the Member of Purchaser indicating Purchaser, dated the Closing Date, certifying that the conditions provided specified in Section 7.03(a) 7.1, as they relate to Purchaser, and Section 7.03(bsubsection 7.3(a) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller shall have received the deliveries to be made by Purchaser under Section 2.05fulfilled.

Conditions to the Obligations of Sellers. The obligation of each Seller Sellers to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by such SellerSellers: (a) Purchaser Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser Buyer contained in this Agreement (without regard to “materiality”, “material adverse effect effect”, or similar qualifiers) shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that have would not reasonably be expected, individually or in the aggregate had aggregate, to have a material adverse effect on PurchaserBuyer’s ability to perform its obligations hereunder; (c) such Seller Sellers shall have received a certificate signed on behalf of Purchaser Buyer by an executive officer of Buyer indicating that the conditions provided in Section 7.03(a9.3(a) and Section 7.03(b9.3(b) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller Sellers shall have received the deliveries complete and unconditional release of Sellers and their Affiliates from the LTMA Support Obligations (other than with respect to be made amounts owing prior to Closing) and unless Buyer has elected Gas Services under the Fuel and Power Transition Services Agreement, either (i) the full execution of the RES Assignment and Assumption Agreement, or (ii) or if required by Purchaser under Section 2.05.2.5, the Fuel Supply Agreement shall have been executed by Buyer and Buyer’s Energy Manager; and

Conditions to the Obligations of Sellers. The obligation of each Seller to proceed with close the Closing Transactions is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by such Seller: (a) Geokinetics and each Purchaser shall have performed in all of material respects its respective obligations hereunder under this Agreement required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) and the representations and warranties of Purchaser Geokinetics and Purchasers contained in this Agreement (without regard Agreement, to material adverse effect or similar qualifiers) the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct except to the extent that a failure to be true and correct would not, individually or in the aggregate, result in a Purchaser Material Adverse Effect, in each case as of the Effective Date and at and as of the Closing Date (as if made at and as of such time, except to that the extent such accuracy of representations and warranties expressly relate to an earlier date, in which case that by their terms speak as of the Effective Date or some other date shall be determined as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that have not in the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (c) such Seller Sellers shall have received a certificate signed on behalf of Purchaser indicating that the conditions provided Chief Executive Officer and Chief Financial Officer of Geokinetics as to the satisfaction of this condition. (b) Each consent, waiver and approval set forth in Section 7.03(a4.4(b) or (c) of the Purchaser Disclosure Schedule, and Section 7.03(b) have been satisfied; (d) each consent, waiver and approval that would be requested to be disclosed in such Sections of the Seller Approvals for Purchaser Disclosure Schedule dated as of the applicable Company Closing Date, shall have been obtained; and (e) the applicable Seller , and Geokinetics shall have received the deliveries to be made by Purchaser under Section 2.05provided Sellers with copies thereof.

Conditions to the Obligations of Sellers. The obligation of each Seller Sellers to proceed with effect the Closing is shall be subject to the satisfaction on or prior to the Closing Date waiver of the following further conditions, any one or more of which may be waived, in whole or in part, by such Sellerconditions precedent: (a) Purchaser shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the The representations and warranties of Purchaser Purchasers contained in in: (i) this Agreement (without regard Agreement, disregarding all qualifications and exceptions contained therein relating to material adverse effect materiality, Material Adverse Effect or words of similar qualifiers) import, shall be true and correct in all respects both when made and on and as of the Closing Date Date, as if made on and as of such date (except to the extent such representations and warranties were expressly relate to made as of an earlier date, date in which case such representations and warranties shall be true and correct in all respects on and as of such earlier date), ; except (solely for where the purposes failure of this Section 7.03(b)) for failures of the any such representations and warranties to be so true and correct that have has not in the aggregate had a material adverse effect on Purchaser’s the ability of Purchasers to perform its consummate the transactions contemplated by this Agreement; and (ii) Purchasers shall have delivered to Sellers a certificate of a duly authorized officer of Purchasers, dated as of the Closing Date, to the effect that each of the condition specified in Section 7.3(a)(i) are satisfied in all respects. (b) Purchasers shall have performed, in all material respects, their agreements and obligations hereunder;contained in this Agreement required to be performed by them at or before the Closing; and Purchasers shall have delivered to Sellers a certificate of a duly authorized officer of Purchasers, dated the Closing Date, to such effect. (c) such Seller Sellers shall have received a certificate signed on behalf each of Purchaser indicating that the conditions provided in Section 7.03(a) certificates, instruments, agreements, documents and Section 7.03(b) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller shall have received the deliveries other items required to be made delivered by Purchaser under Purchasers at the Closing pursuant to Section 2.052.11(b).

Conditions to the Obligations of Sellers. The obligation of each Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by such each Seller: (a) Purchaser shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser contained in this Agreement (without regard to material adverse effect or similar qualifiers) shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, date in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that which do not have not in the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (c) such Seller shall have received a certificate signed on behalf of Purchaser indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied; (d) the Seller Governmental Approvals for the applicable Company shall have been obtainedobtained and shall be in form and substance reasonably satisfactory to the Sellers; and (e) the applicable Seller shall have received the Sellers’ receipt of deliveries to be made by Purchaser under Section 2.05.

Conditions to the Obligations of Sellers. The obligation of each Seller to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following further conditions, any one or more of which may be waived, in whole or in part, by such Seller: (a) Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.03(a)) where the failure to perform would not in the aggregate have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; (b) the representations and warranties of Purchaser contained in Article V of this Agreement (without regard to material adverse effect or similar qualifiersother than the Fundamental Representations of Purchaser made therein) shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, date in which case as of such earlier date), except (solely for the purposes of this Section 7.03(b)) for failures of the representations and warranties to be true and correct that which do not have not in the aggregate had a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and the Fundamental Representations made by Purchaser shall be true and correct in all respects as of the Closing Date (except to the extent such Fundamental Representations expressly relate to an earlier date, in which case as of such earlier date); (c) such Seller the Sellers shall have received a certificate signed on behalf of Purchaser indicating that the conditions provided in Section 7.03(a) and Section 7.03(b) have been satisfied; (d) the Seller Approvals for the applicable Company shall have been obtained; and (e) the applicable Seller Sellers shall have received the deliveries to be made by Purchaser under Section 2.05; and (e) Purchaser shall have complied with its obligations under Section 6.12 with respect to the Non-Cash Credit Support Obligations.