Purchaser’s Conditions. The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its discretion:
(a) the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Target Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction;
(b) the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the representations and warranties of the Target and the Target Shareholders set forth in this Agreement;
(c) the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements;
(d) the Target will have provided the Purchaser with a legal opinion of its counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors;
(e) the title report with respect to the Property, is in form and substance satisfactory to the Purchaser, in its sole discretion;
(f) the Technical Report will have been completed and delivered to the Purchaser, in form and substance satisfactory to the Purchaser and its solicitors;
(g) all consents, renunciations, authorizations or approvals of third parties, which, in the Purchaser’s reasonable opinion must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the other transactions contemplated herein, must be obtained to the Purchaser’s satisfaction or in accordance with the relevant agreements, covenants or applicable law;
(h) the Target will have obtained the consent of any parties from whom consent to the Transaction is required;
(i) the Target and the Target Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Target Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Target Shareholders set forth in this Agreement will...
Purchaser’s Conditions. The obligation of the Purchaser to accept the Consideration Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date;
(b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date);
(c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units;
(d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units;
(e) The Partnership Agreement Amendment shall have be in full force;
(f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and
(g) The execution and delivery by Buckeye of the Registration Rights Agreement.
Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date;
(ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing;
(iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;
Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor’s interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part:
(a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Date;
(b) the Assigned Contracts shall have been assigned to Purchaser with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of such Assigned Contracts for anything occurring prior to the date of the Approval Order;
(c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise;
(d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater;
(e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the Xxxxxxx River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto;
(f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing;
(g) from the Effective Date until the Closing Date, in Purchaser’s reasonable opinion, the Assets shall have suffered no material, adverse damage or change, caused by Vendor; and
(h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser terminates this Agreement, Vendor and Purchaser shall be released and discha...
Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser:
(a) Seller shall have delivered all of the documents and other items described in Section 5.02.
(b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.
Purchaser’s Conditions. The Purchaser’s obligation to carry out the transactions contemplated by this Agreement is subject to the satisfaction or waiver by the Purchaser of each of the following conditions by the date specified, which conditions are for the sole benefit of the Purchaser and which may be waived by the Purchaser in its sole discretion:
Purchaser’s Conditions. The obligations of Purchaser at the Closing are subject to the satisfaction at or before the Closing of the following conditions precedent (each of which may be waived by Purchaser, in the sole discretion of Purchaser):
Purchaser’s Conditions. The obligation of the Purchaser to complete the purchase of the Vendors's Rights shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser and may be unilaterally waived by the Purchaser in whole or in part):
Purchaser’s Conditions. The Purchaser shall not be obliged to complete the purchase and sale of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the following conditions have been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time; and each of the Vendors hereby, jointly and severally, covenant and agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Time:
Purchaser’s Conditions. The obligation of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser:
(a) Purchaser shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereof;
(b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby;
(c) all material obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;
(d) from the Adjustment Date to the Closing Time, the Assets shall have suffered no Material Adverse Change;
(e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor set forth in Section 4.1 are true and correct in all material respects at the Closing Time, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under this Agreement prior to Closing;
