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, if permitted by applicable Law, waiver by Buyer of the following further conditions:
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 115 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:
Other Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the sale and purchase of the bcIMC Interest contemplated by this Joinder Agreement (the “bcIMC Interest Purchase”) is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following additional conditions:
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. (b) Each Seller Party shall have performed and complied in all material respects with all covenants required to be performed or complied with by them under this Agreement on or prior to the Closing Date. (c) The Carve-Out SPA Closing and the Carve-Out Asset Closing shall have occurred or occur automatically upon Closing. (d) The Seller Parties shall have delivered a certificate to Buyer signed by each Seller Party stating that the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied. Section 7.3 Other Conditions to the Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Seller of the following further conditions: (a) (i) Each of the Fundamental Representations of Buyer set forth in Article 5 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 Buyer set forth in Article 5 shall be true and correct shall be true and correct (without regard to any “materiality” or similar materiality qualifiers) as though made on and as of the Closing Date, except
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. In addition to the conditions set forth in Section 8.1, (i) the rights of the UK Share Sellers to exercise the UK Put Options and (ii) the obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement to occur at the Closing shall, in each case, be subject to the satisfaction, or waiver in writing by Buyer, of each of the following conditions as of the Closing:
