Conditions to the Obligations of the Partnership Parties. The obligation of the Partnership Parties to proceed with the Closing is subject to the satisfaction or waiver by the Partnership Parties on or prior to the Closing Date of the following conditions:
Conditions to the Obligations of the Partnership Parties. The obligation of the Partnership Parties to proceed with the Closing is subject to the satisfaction or waiver by the Partnership Parties on or prior to the Closing Date of the following conditions: (a) CONE Gathering shall have performed in all material respects the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date; (b) (i) the Fundamental Representations shall be true and correct in all respects 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), and (ii) the other 15 representations and warranties of CONE Gathering made in this Agreement shall be true and correct in all respects (without regard to qualifications as to materiality or Sponsor Material Adverse Effect contained therein, except in the case of the representation and warranty contained in Section 3.9) 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 in the case of clause (ii) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Sponsor Material Adverse Effect; (c) CONE Gathering shall have delivered to the Partnership a certificate dated the Closing Date and signed by an authorized officer of CONE Gathering confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.2 (the “CONE Closing Certificate”); (d) CONE Gathering shall have delivered or caused the delivery of the Closing deliverables set forth in Section 7.2; (e) between the date of this Agreement and the Closing Date, there shall not have been (i) a Sponsor Material Adverse Effect or (ii) any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations, as applicable, of DevCo I LP; and (f) the Partnership shall have received sufficient proceeds in the Financing, on terms and conditions that are reasonably satisfactory to the Partnership, to fulfill its obligations required for funding the Cash Consideration. 6.3
