Other Conditions to the Obligations of Buyer Sample Clauses

Other Conditions to the Obligations of Buyer. In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver in writing by Buyer, of each of the following conditions as of the Closing: (a) (i) The representations and warranties of Seller set forth in Section 3.8(a)(ii) shall be true and correct in all respects, (ii) each Seller Fundamental Representation shall be true and correct in all material respects (without regard for any qualification as to materiality or Business Material Adverse Effect) as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and (iii) each other representation and warranty of Seller contained in Article 3 of this Agreement (other than those set forth in clauses (i) and (ii) of this Section 7.2(a)) shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Business Material Adverse Effect included therein) has not had and would not reasonably be expected to have a Business Material Adverse Effect. (b) Seller shall have performed and complied in all material respects with the agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date. (c) Since the date hereof, no Business Material Adverse Effect shall have occurred. (d) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, stating on behalf of Seller that each of the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied. (e) Seller shall have delivered to Buyer a counterpart of each other Ancillary Agreement (except as set forth in Section 5.17 and other than any Ancillary Agreement entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, in each case duly executed on behalf of Seller or such Affi...

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Buyer of the following further conditions: (a) all Governmental Approvals shall have been obtained or made and shall be in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the representations and warranties of the Company set forth in ARTICLE 3 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and (ii) to the extent the failure of such representations and warranties (other than those set forth in the second and third sentences of Section 3.2(a), which shall be true and correct in all material respects and other than those set forth in clause (a) of Section 3.7 and in Section 3.19, which shall be true and correct in all respects) to be true and correct as of such dates would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, that for the purposes of the foregoing clause, the qualifications as to “materiality,” “material,” “in all material respects” and “Company Material Adverse Effect” contained in such representations and warranties (other than those set forth in clause (a) of Section 3.7 and in Section 3.19) shall not be given effect; (c) the representations and warranties of Sellers set forth in ARTICLE 4 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and (ii) to the extent the failure of such representations and warranties (other than those set forth in the first sentence of Section 4.2, which shall be true and correct in all material respects) to be true and correct as of such dates would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to consummate the transactions c...

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Transactions shall be subject to the satisfaction (or waiver in writing by Buyer) of each of the following conditions at or prior to the Closing: (a) Each representation and warranty of Seller contained in Article V (disregarding any qualifications and exceptions contained therein relating to materiality, Business Material Adverse Effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such date; (b) Seller shall have performed and complied in all material respects with the agreements and covenants required to be performed or complied with by it on or prior to the Closing Date (disregarding any qualifications and exceptions contained therein relating to materiality, Business Material Adverse Effect or any similar qualification or exception); (c) Seller shall have delivered to Buyer all of the items required by Section 4.2; (d) Buyer shall have received evidence in form and substance satisfactory to Buyer that all of the Encumbrances set forth on Schedule 9.2(d) with respect to the Purchased Assets have been released; and (e) During the Pre-Closing Period, there shall have been no Business Material Adverse Effect.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Buyer) of each of the following conditions at or prior to the Closing: (a) Each representation and warranty contained in Section 5 shall be true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such date, except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (b) Seller shall have performed and complied in all material respects with the agreements and covenants required to be performed or complied with by it on or prior to the Closing Date. (c) Seller shall have delivered to Buyer all of the items required by Section 4.3.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Contemplated Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions:

Other Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the Transactions is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) The representations and warranties of each Seller: (i) (A) in the event that the DC Energia Corporate Reorganization has not been consummated on or before the Limit Date in accordance with Section 6.16, set forth in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3 (Purchased Shares), Section 3.6 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2(a) and (b) (Capitalization), and Section 4.5 (clause (b) only) (Absence of Changes) and, (B) in the event that the DC Energia Corporate Reorganization has been consummated on or before the Limit Date in accordance with Section 6.16, (x) solely with respect to the DC Energia Sellers, set forth in Section A.1 (Authority) and Section A.2 (Purchased Shares) of Appendix A, and Section 4.1 (Organization and Qualification), Section 4.2(a) and (b) (Capitalization), and Section 4.5 (clause (b) only) (Absence of Changes), of this Agreement, and (y) solely with respect to the NFE Seller, set forth in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3 (Purchased Shares), Section 3.6 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2(a) and (b) (Capitalization), and Section 4.5 (clause (b) only) (Absence of Changes), as applicable, shall be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) (i) Each of the Fundamental Representations of the Seller Parties set forth in Article 3 and Article 4 shall be true and correct except for de minimis inaccuracies as of the Closing Date and (ii) each of the other representations and warranties of the Seller Parties set forth in Article 3 and Article 4 shall be true and correct (without regard to any “materiality”, “Material Adverse Effect” or similar materiality qualifiers) as of the date of this Agreement (except for any such representations or warranties that are made as a specific date, which representations and warranties shall have been true and correct as of such specific date), except, in the case of clause (ii), where the failures of such representations and warranties to be true and correct (without regard to any “materiality”, “Material Adverse Effect” or similar materiality qualifiers) have not had a Material Adverse Effect.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by Buyer):