The Seller's obligation. The obligation of the Seller to sell and deliver the Shares to the Buyer is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions:
(i) The representations and warranties of the Buyer made in this Agreement shall be true and correct as of the date hereof and as of the time of the Closing as though made as of such time except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), and the Buyer shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by the Buyer by the time of Closing except where the failure of such representations and warranties to be true and correct and/or the failure to perform, comply with and satisfy such covenants, agreements and conditions would not constitute a Company Transaction Value Impairment. The Buyer shall have delivered to the Seller a certificate dated the Closing Date and signed by an officer of the Buyer confirming the foregoing.
(ii) The transactions contemplated by the Merger Agreement shall have been consummated immediately prior to the Closing hereunder.
The Seller's obligation. The obligation of the Seller to sell and deliver the Securities to the Buyer is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions:
(i) The representations and warranties of the Buyer made in this Agreement shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time. The Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Buyer by the time of the Closing.
(ii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Securities shall be in effect.
The Seller's obligation to supply and the Buyer’s obligation to take over natural gas are considered to be fulfilled when the gas:
a) passes at the Point of Delivery from the facilities operated by the Seller to the Distribution Network, if the Point of Delivery is the Distribution Network.
b) is credited to the Buyer’s Storage Account, if the Point of Delivery is the Storage Facility. For the purposes of this Agreement, crossover of natural gas at the Point of Delivery to the Distribution Network is also the balance when the supplied natural gas is recognized in the Distribution Network operator’s imbalance account.
The Seller's obligation to supply and the Buyer’s obligation to take over natural gas are considered to be fulfilled when the natural gas:
a) passes at the Point of Delivery, if the Point of Delivery is the exit point from the Facilities operated by the Seller before entry point to the Distribution System as defined in the Technical Conditions (hereinafter referred to as the “Distribution System”) and/or Transmission System as defined in the Technical Conditions (hereinafter referred to as the “Transmission System”); for the purposes of this Agreement, crossover of natural gas at the Point of Delivery to the Distribution System and/or Transmission System is also the balance when the supplied natural gas is recognized in the Distribution System/Transmission System operator’s imbalance account;
b) is credited to the Buyer’s Storage Account if the Point of Delivery is the Storage Facility.
The Seller's obligation to supply and the Buyer’s obligation to take over natural gas are considered to be fulfilled when the natural gas:
a) passes at the Point of Delivery from the facilities operated by the Seller to the Distribution Network, if the Point of Delivery is the exit point from the upstream production pipeline network with the Distribution System and/or Interconnection Point with the Distribution System as defined in the Technical Conditions.
b) is credited to the Buyer’s Storage Account, if the Point of Delivery is the Storage Facility. For the purposes of this Agreement, crossover of natural gas at the Point of Delivery to the Distribution Network is also the balance when the supplied natural gas is recognized in the Distribution Network operator’s imbalance account.
The Seller's obligation. Simultaneously with the execution of this Agreement and the Closing, the Sellers shall deliver to the Buyer:
The Seller's obligation. Subject to sections 8.5 and 8.6 hereof, by the end of the Repair Period the respective Seller or the respective Sellers are obliged to effect the situation which would have existed if the Representations and Warranties had been correct, complete or accurate (Naturalrestitution). Should this not happen in time or should such repair be impossible, Sellers shall compensate the Purchasers for any loss or damage, suffered by the Companies, the Subsidiaries and/or the Purchasers by reason of such breach subject to sections 8.5 and 8.6 hereof by payment of monetary damages only.
The Seller's obligation. The Seller shall carry out the Appraisal Works in accordance with the Appraisal Programme and Prudent Operating Practice.
The Seller's obligation. The obligation of the Sellers to sell and deliver the Shares to the Buyer is subject to the satisfaction of all of the following conditions prior to or simultaneous with the Closing:
(i) The representations and warranties of the Buyer made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). The Buyer shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by the Buyer by the time of the Closing. The Buyer shall have made or taken all corporate and other action and governmental filings necessary to effectuate the terms of this Agreement, the issuance of the Share Consideration and the other agreements and instruments executed and delivered in connection herewith. The Buyer shall have delivered to the Sellers a certificate dated the Closing Date and signed by an officer of the Buyer confirming the foregoing and in form and substance reasonably satisfactory to the Sellers and their counsel.
(ii) The Sellers and Xxxxx shall have received a certificate of the Secretary of State of the State of New York as to the due incorporation and good standing of the Buyer under the laws of the State of New York.
(iii) The Sellers and Xxxxx shall have received an opinion dated the Closing Date of Xxxxx & Wood LLP, counsel to the Buyer, substantially in the form of Schedule 9(b)(iii) hereto.
(iv) The Buyer shall have executed and delivered the Registration Rights Agreement substantially in the form attached as Schedule 9(b)(iv) hereto, and no amendment or termination thereof shall have occurred.
(v) There shall not be pending or threatened against the Buyer or any of its directors, officers or shareholders any suit, action or proceeding by any Governmental Entity (or any suit, action or proceeding by any other person that has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit the purchase and sale of the Shares or a...
The Seller's obligation under clause 9.1 shall apply to any Rental Deposits received by the Seller or any member of the Seller Group following the date of this agreement and prior to Completion.
