Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (e) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation obligations of Purchaser the Seller and to complete proceed to the Purchase is Closing shall be subject to the satisfaction of each (or written waiver by the Seller) of the following conditions precedent:(each a “Purchaser’s Closing Conditions Precedent”) on or prior to the Closing Date (as applicable): (a) each as of the Closing Date, there shall not be (i) in effect any Applicable Laws or any Government Order of any Government Authority having competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby or (ii) any Action commenced or notification given by any Government Authority against any Party seeking to restrain or materially and adversely alter the Transaction, which renders or is likely to render it impossible or unlawful to consummate the Transaction; (b) (i) the Purchaser’s Fundamental Representations shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on the Closing Date (in each case, except as to such representations and warranties made as of a specific date, which shall have been true and correct as of such date); and (ii) the Company contained other representations and warranties made by the Purchaser in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations date of this Agreement and warranties had been made on shall be true and correct as of the Closing DateDate as if made on the Closing Date (in each case, except as to the extent that any such representation or warranty is representations and warranties made as of a specified specific date, in which case such representation or warranty need only be shall have been true and correct as of such date; (b) the Company shall have duly performed and complied ), in each case, in all material respects with all respects, without giving effect to any materiality qualifications (whether by reference to “material” or “Material Adverse Effect” or otherwise) in such representations and warranties; and (c) each of the covenants and agreements contained obligations set forth in this Agreement that the Purchaser are required to be performed comply with or perform at or prior to the Closing shall have been duly complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is performed in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1all material respects.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) the Company shall have executed and delivered the Registration Rights Agreement to Purchaser; and (e) the Chief Executive Officer and or Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete the Purchase is under this Agreement are also subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) each of the representations Vendors and warranties of the Company contained in this Agreement shall have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendors and correct as of the Company on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Vendors and the Company shall will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendors and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendors or the Company may be subject; (c) no court or other governmental or regulatory authoritiesall matters which, agenciesin the opinion of counsel for the Purchaser, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is are material in effect and restrains, enjoins or otherwise prohibits consummation of connection with the transactions contemplated by this AgreementAgreement shall be subject to the favourable opinion of such counsel, and there all relevant records and information shall not be pending by supplied to such counsel for that purpose; (d) no material loss or before destruction of or damage to the Company, any such entity of the Company's Assets, any suit, of its business or the Purchased Shares shall have occurred; (e) no action or proceeding at law or in respect thereofequity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (f) the delivery to the Purchaser by the Vendors and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, the Company's Assets and its business; and (dii) details of any lawsuits, claims or potential claims relating to either the Company, the Company's Assets, its business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware; (g) the Chief Executive Officer Vendors and Chief Financial Officer of the Company shall have delivered will, for a period of at least five business days prior to Purchaser a certificate, dated as of the Closing Date, certifying during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to their knowledgemake copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, after and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiryinquiries concerning its business and assets or the conduct of its business relating to its liabilities and obligations; (h) the delivery to the Purchaser by the Vendors and the Company of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that: (i) the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its Company's Assets and to carry on its business as presently conducted by it; (iii) the Company, as the legal and beneficial owners of all of the Company's Assets, holds all of the Company's Assets free and clear of all liens, charges and claims of others; (iv) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendors and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (v) all necessary steps and corporate proceedings have been taken by the Vendors and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendors or the Company which might materially affect either the Company, the Company's Assets or its business or which could result in any material liability to either of the Company, the Company's Assets or its business; and (vii) as to all other legal matters of a like nature pertaining to the matters set forth Vendors, the Company, the Company Assets, its business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; (i) Hydrocarb agrees and enters into a consulting agreement with the Purchaser in paragraphs relation to the Purchaser's assumption of the Company's obligations under the FOR to the satisfaction of the Purchaser in its sole and absolute discretion; and (aj) the completion by the Purchaser and (b) by the Purchaser's professional advisors of a thorough due diligence and operations review of both the business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Section 6.1Agreement, to the sole and absolute satisfaction of the Purchaser.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions satisfactory in form and substance to the Purchaser and addressed to the Purchaser; and (de) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1).

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) White & Case LLP, U.S. counsel to the Company, and Xxxxxxxx Xxxxxxxx & Co., Israeli counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits E-1 and E-2 to the Purchaser and addressed to the Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation of each Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company, and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to each Purchaser opinions satisfactory in form and substance to such Purchaser and addressed to such Purchaser; and (de) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to each Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.