The Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):
(a) CPLP shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP on or prior to the Closing Date;
(b) The representations and warranties of CPLP contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of CPLP 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);
(c) No notice of delisting from NASDAQ shall have been received by CPLP with respect to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Units;
(d) The Class B Amendment, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force;
(e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto;
(f) CPLP shall have delivered, or caused to be delivered, to the Purchasers at the Closing, CPLP’s closing deliveries described in Section 2.06; and
(g) CPLP shall have received gross proceeds from this offering and sale of Class B Units in the amounts set forth on Schedule A hereto.
The Purchaser’s Conditions. The obligation of the Purchaser to complete the purchase of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, each of the following conditions (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser):
The Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the 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) Boardwalk shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Boardwalk on or prior to the Closing Date;
(b) The representations and warranties of Boardwalk 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 all other representations and warranties of Boardwalk 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);
(c) The NYSE shall have authorized, upon official notice of issuance, the listing of the Units.
(d) No notice of delisting from the NYSE shall have been received by Boardwalk with respect to the Common Units; and
(e) Boardwalk shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Boardwalk’s closing deliveries described in Section 2.6.
The Purchaser’s Conditions. The obligation of the Purchaser under this Agreement to consummate the transactions contemplated hereby, subject to satisfaction of the following conditions which are for the exclusive benefit of the Purchaser, and, other than the approval under the Competition Act (Canada), may be waived in whole or in part by the Purchaser:
The Purchaser’s Conditions. The obligation of the Purchaser to consummate the Preferred Stock Exchange at the Closing shall be subject to the satisfaction on or prior to the Closing of each of the following conditions (any or all of which may be waived by the Purchaser at the Closing, in whole or in part, to the extent permitted by applicable Law):
(a) the Company shall have performed and complied with the covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or prior to the Closing;
(b) (i) the representations and warranties of the Company 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 and (ii) all other representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects when made and as of the Closing, in each case as though made at and as of the Closing (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and
(c) the Company shall have delivered, or caused to be delivered, to the Purchaser the Company’s closing deliverables described in Section 2.5.
The Purchaser’s Conditions. The obligations of the Purchasers hereunder are subject to the following (all or any of which may be waived in whole or in part by the Purchasers in their sole discretion):
The Purchaser’s Conditions. The obligation of the 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 the Purchaser, in whole or in part, to the extent permitted by applicable Law):
(a) the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;
(b) (i) the representations and warranties of the Partnership 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 the Partnership contained in this Agreement 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);
(c) the Partnership shall have delivered, or caused to be delivered, to the Purchaser at the Closing, the Partnership’s closing deliverables described in Section 2.5; and
(d) The public offer and sale of $208 million of NEP Common Units, as described in NEP’s final prospectus supplement dated September 10, 2015 and filed with the Commission, shall have been consummated in accordance with the description in such final prospectus supplement.
The Purchaser’s Conditions. The obligations of the Purchaser hereunder to purchase the Servicing shall be subject to compliance by the Seller in all material respects with its obligations hereunder that are required to be performed prior to the Purchaser’s obligation to perform.
The Purchaser’s Conditions. The obligation of the Purchaser under this Agreement to consummate the transactions contemplated hereby is, at the option of the Purchaser, subject to the following conditions:
The Purchaser’s Conditions. The respective obligation of the 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 the Purchaser in writing, in whole or in part with respect to its Purchased Units, to the extent permitted by applicable Law):
(i) since the date of this Agreement, no Regency Material Adverse Effect shall have occurred and be continuing;
(ii) no notice of delisting shall have been received by Regency;
(iii) the representations and warranties of Regency contained in this Agreement that are qualified by materiality or Regency Material Adverse Effect shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on 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); and
(iv) Regency shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Regency’s closing deliveries described in Section 2.04.
