Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;
Conditions Precedent to Obligations of the Seller. The obligations of the Seller under this Agreement shall, at the option of the Seller, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions Precedent to Obligations of the Seller. The obligation of ------------------------------------------------- the Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each such Seller in its sole and absolute discretion, in whole or in part, subject to Applicable Law):
(a) All of the representations and warranties of Purchaser and Purchaser Parent contained herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Purchaser and Purchaser Parent that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, -------- ------- this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, does not constitute and would not reasonably be expected to constitute a Purchaser Material Adverse Event;
(b) Purchaser and Purchaser Parent shall have paid the Purchase Price in full and performed and complied in all material respects with all material obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date;
(c) Purchaser shall have furnished to the Sellers reasonably acceptable documentation that Purchaser is qualified to do business in the jurisdictions in which the Assets are located and to own and, where applicable, operate the Project and, with respect to Assets to be operated by Purchaser after Closing, has posted all bonds required by Governmental Authorities;
(d) The Sellers shall have obtained all necessary Approvals;
(e) No Purchaser Material Adverse Event shall have occurred and be continuing;
(f) The Sellers shall have been furnished with the documents referred to in Section 10.2; and ------------
(g) All of the conditions precedent required for the closing of the transaction contemplated by the South Tehachapi Hill Purchase Agreement shall have been satisfied or waived by the applicable party.
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:
(a) the representations and warranties of the Buyer contained in Article IV that are qualified by materiality shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
(b) the Buyer shall have performed, in all material respects, all obligations and complied with all covenants contemplated herein that are necessary to be performed or complied with by it at or before Closing;
Conditions Precedent to Obligations of the Seller. All obligations of the Seller to consummate the Transactions are subject to the satisfaction prior thereto of each of the following conditions:
Conditions Precedent to Obligations of the Seller. The obligations of the Seller with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. Upon Closing, all conditions not satisfied shall be deemed to have been waived.
Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):
(a) all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;
(c) the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(d) the Seller shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Seller) executed by the Chief Executive Officer of the Purchaser certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and
(e) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, the Company, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.
Conditions Precedent to Obligations of the Seller. All obligations -------------------------------------------------- of the Seller under this Agreement are subject to the fulfillment, prior to or at the Closing, of the following conditions:
Conditions Precedent to Obligations of the Seller. The obligations of the Seller to be performed by the Seller at the Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions, unless waived by the Seller in its sole discretion:
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Amendment is subject to the satisfaction of each of the following conditions; provided that these conditions are for the Seller’s sole benefit and may be waived by the Seller at any time in its sole discretion by providing the Purchaser with prior written notice thereof:
(a) No order of any court, arbitrator or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Amendment.
(b) The representations and warranties of the Purchaser contained in Section 5 shall be true and correct in all material respects as of the date when made and as of the Closing Date.
(c) The Closing (as defined in each Other Amendment) shall occur substantially contemporaneously with the Closing.
