Common use of Seller’s Closing Conditions Clause in Contracts

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by this Agreement shall be subject to the satisfaction prior to the Closing Date of the following conditions: (a) The representations and warranties of Purchaser set forth in Section 6.3 that are qualified by materiality shall be true and accurate and those not so qualified shall be true and accurate in all material respects as of the Closing Date and Purchaser shall have performed in all material respects those covenants and agreements of Purchaser set forth herein that are required to be performed prior to Closing. (b) Except for approvals and consents customarily obtained after Closing, all material consents from and filings with any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, effected or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date. (d) Purchaser shall have delivered, or is ready, willing and able to deliver, to Sellers, the deliverables of Purchaser set forth in Section 5.3.

Seller’s Closing Conditions. The obligations obligation of Sellers Seller to close consummate the transactions contemplated by this Agreement shall be transaction provided for herein is subject to the satisfaction fulfillment, or to Seller's written waiver or extension or modification thereof, on or prior to the specific time provisions set forth below between the date hereof and the Closing Date Date, of each of the following conditionsconditions to Closing: (a) The representations and warranties of the Purchaser set forth Parties contained in Section 6.3 that are qualified by materiality Article 4 shall be true and accurate and those not so qualified shall be true and accurate correct in all material respects as of the Closing Date with the same effect as though made at and Purchaser as of such date (except those representations and warranties that address matters only as of a specified date, which shall have performed be true and correct in all material respects those covenants and agreements as of Purchaser set forth herein that are required to be performed prior to Closingspecified date). (b) Except for approvals The Purchaser Parties shall have duly performed and consents customarily obtained after Closing, complied in all material consents from respects with all agreements, covenants and filings with any Governmental Authority necessary for the consummation of the transactions contemplated conditions required by this Agreement shall have been obtained, effected or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation each of the transactions contemplated Transaction Documents to be performed or complied with by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect it prior to or on the Closing Date. (dc) Purchaser Seller shall have deliveredreceived a certificate, or is ready, willing dated as of the Closing Date and able to deliver, to Sellers, signed by a duly authorized officer of Parent and Purchaser confirming that the deliverables of Purchaser conditions set forth in Section 5.3Sections 5.1(a) and 5.1(b) have been satisfied. (d) No Governmental Authority or Court shall have enacted, issued, promulgated, enforced or entered any Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and, (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations obligation of Sellers the Seller to close sell the transactions contemplated by this Agreement shall be Purchased Note as provided herein on the Closing Date is subject to the satisfaction prior following conditions, provided that these conditions are for the Seller's sole benefit and may be waived by the Seller, solely with respect to the Closing Date of Seller, at any time in its sole discretion by providing the following conditions:Buyer with prior written consent thereof. (a) The representations, warranties and covenants of the Buyer contained herein shall be true and correct in all material respects (except for those representations and warranties of Purchaser set forth in Section 6.3 that are qualified by materiality or material adverse effect, which shall be true and accurate and those not so qualified shall be true and accurate in all material respects respects) on the date hereof and as of the Closing Date with the same force and Purchaser shall have performed effect as though made on and as of the Closing Date, except for those representations and warranties that are expressly limited by their terms to dates or times other than the Closing Date, which representations and warranties need only be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be accurate in all respects) as of such other date or time. The Buyer shall have performed and complied in all material respects with all covenants and agreements of Purchaser set forth herein that are required hereby to be performed or complied with by the Buyer on or prior to Closing. (b) Except for approvals and consents customarily obtained after Closing, all material consents from and filings with any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, effected or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date. (db) Purchaser On or prior to the Closing Date, (i) each Other Buyer and the Company shall have deliveredexecuted and delivered each Other Agreement to the Seller, or is ready, willing and able (ii) each Other Agreement shall remain in full force and effect. (c) The Price Reduction Letter shall have been duly executed and delivered to deliver, to Sellers, the deliverables of Purchaser set forth Buyer and the Seller and shall remain in Section 5.3full force and effect.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true true, accurate, and accurate and those not so qualified shall be true and accurate misleading in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in performed, satisfied and complied with all material respects those agreements and covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed performed, satisfied and complied with by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer, and an officer’s certificate of Buyer confirming the same; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods filings are normally obtained, accomplished or waived after Closing; and (including under d) as of the HSR ActClosing Date, if applicableno suit, action or other proceeding (excluding any such matter initiated by Seller) shall have expired. (c) No injunction be pending or order enjoining, restraining threatened before any court or otherwise prohibiting governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing DateAgreement. (d) Purchaser shall have delivered, or is ready, willing and able to deliver, to Sellers, the deliverables of Purchaser set forth in Section 5.3.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement; (e) the Closing of the Purchase and able Sale Agreement of even date herewith by and between Seller and Buyer relating to deliver, to Sellers, the deliverables of Purchaser set forth in Section 5.3Cleveland Field and Saratoga Field Properties.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction of Seller in its sole discretion at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) except for those consents of approvals and consents customarily obtained after Closing, all material necessary consents from and to the filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer, (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed and satisfied all obligations required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing; (b) Buyer shall have performed and complied in all material respects those with each of the covenants and agreements conditions required by this Agreement of Purchaser set forth herein that are which performance or compliance is required to be performed prior to or at the Closing.; (bc) Except for approvals and consents customarily obtained after Closing, all necessary material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that in the oil and all required waiting periods (including under gas industry such consents and filings are normally or customarily obtained, accomplished or waived after the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting closing for the consummation type of the transactions contemplated by asset purchase transaction set forth in this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.Agreement; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking material damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The All representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true true, accurate, and accurate and those not so qualified shall be true and accurate misleading in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in performed, satisfied and complied with all material respects those agreements and covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed performed, satisfied and complied with by Buyer at or prior to the Closing.; (b) Except for approvals The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer, and an officer’s certificate of Buyer confirming the same; (c) All necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and (d) Purchaser As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and true, accurate and those not so qualified shall be true and accurate misleading in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in performed, satisfied and complied with all material respects those agreements, covenants and agreements of Purchaser set forth herein that are provisions required by this Agreement to be performed performed, satisfied and complied with by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in and satisfied all material respects those covenants and agreements of Purchaser set forth herein that are required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement; (e) the Closing of the Purchase and able Sale Agreement of even date herewith by and between Seller and Buyer relating to deliver, to Sellers, the deliverables of Purchaser set forth in Section 5.3Goose Creek Field and East Goose Creek Field Properties.

Seller’s Closing Conditions. The obligations obligation of Sellers Seller hereunder to close transfer and sell the transactions contemplated by this Agreement shall be Notes, as applicable, at the Closing is subject to the satisfaction prior to satisfaction, at or before the Closing Date Date, of each of the following conditions:, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion by providing Purchasers with prior written notice thereof. (ai) The representations and warranties of each Purchaser set forth herein shall be true and correct in Section 6.3 all material respects (except for those representations and warranties that are qualified by materiality materiality, which shall be true and accurate and those not so qualified shall be true and accurate correct in all material respects respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and Purchaser warranties that speak as of a specific date). (ii) Purchasers shall have performed performed, satisfied and complied in all material respects those covenants with the covenants, agreements and agreements of Purchaser set forth herein that are conditions required to be performed prior to Closing. (b) Except for approvals and consents customarily obtained after Closing, all material consents from and filings with any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtainedto be performed, effected satisfied or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction complied with by Purchasers at or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on prior to the Closing Date. (diii) Purchaser No statute, rule, regulation, executive order, decree, ruling or injunction shall have deliveredbeen enacted, entered, promulgated or is ready, willing endorsed by any court or other governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Agreement. (iv) Purchasers shall have delivered into escrow signature pages to the Notice and able to deliver, to Sellers, Acknowledgment of Transfer attached hereto as Exhibit D and the deliverables of Purchaser set forth in Section 5.3Other Agreements.

Seller’s Closing Conditions. The obligations of Sellers to close the transactions contemplated by Seller under this Agreement shall be subject are subject, at the option of Seller, to the satisfaction satisfaction, at or prior to the Closing Date Closing, of the following conditions: (a) The all representations and warranties of Purchaser set forth Buyer contained in Section 6.3 that are qualified by materiality this Agreement shall be true and accurate and those not so qualified shall be true and accurate in all material respects at and as of the Closing Date as if such representations and Purchaser warranties were made at and as of the Closing, and Buyer shall have performed in all material respects those covenants and agreements of Purchaser set forth herein that are required satisfied, or has caused to be performed and satisfied, all agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.; (b) Except for approvals the execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) all necessary consents customarily obtained after Closing, all material consents from of and filings with any Governmental Authority necessary for state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, effected accomplished or waived, except to the extent that such consents and all required waiting periods (including under the HSR Actfilings are normally obtained, if applicable) shall have expired. (c) No injunction accomplished or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date.waived after Closing; and (d) Purchaser as of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall have delivered, be pending or is ready, willing and able threatened before any court or governmental agency seeking to deliver, to Sellers, restrain Seller or prohibit the deliverables Closing or seeking damages against Seller as a result of Purchaser set forth in Section 5.3the consummation of this Agreement.

Seller’s Closing Conditions. The All obligations of Sellers Seller that are to close the transactions contemplated by be discharged under this Agreement shall be at the Closing are subject to the satisfaction fulfillment, prior to or at the Closing Date Closing, of each of the following conditions: (a) The a. All of the representations and warranties made by Buyer contained in Article V of Purchaser set forth in Section 6.3 that this Agreement are qualified by materiality true as of the date of this Agreement, shall be deemed to have been made again at and as of the Closing Date, and are true and accurate correct at and those not so qualified shall be true and accurate in all material respects as of the Closing Date and Purchaser shall have performed in all material respects those respects; b. All of the covenants and agreements of Purchaser set forth herein obligations that are Buyer is required to be performed perform or to comply with pursuant to this Agreement at or prior to Closing. (b) Except for approvals the Closing shall have been duly performed and consents customarily obtained after Closing, complied with in all material consents from and filings with respects; c. No action or proceeding shall be pending by or before any Governmental Authority necessary for the consummation which has been instigated by a party other than Seller or an affiliate of Seller and which seeks to restrain, prohibit or invalidate any of the transactions contemplated by this Agreement Agreement; d. The Bankruptcy Court shall have been obtained, effected or waivedentered the Sale Approval Order, and all required waiting periods (including under the HSR Actit shall not have been modified, if applicable) shall have expired. (c) No injunction terminated, vacated or order enjoining, restraining rescinded or otherwise prohibiting the consummation be stayed as of the transactions Closing; and e. Buyer has paid or is prepared to pay the Purchase Price due at Closing in immediately available funds and to make all deliveries contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing DateArticle II above. (d) Purchaser shall have delivered, or is ready, willing and able to deliver, to Sellers, the deliverables of Purchaser set forth in Section 5.3.