Common use of Additional Conditions to Buyer’s Obligation Clause in Contracts

Additional Conditions to Buyer’s Obligation. Buyer’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Buyer) of the following conditions on or before the Closing Date: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.2.1 Each of the representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of the Signing Date or some other date shall be true and correct as of such date), except in each case where failure of such representations and warranties to be true and correct, individually or in the aggregate, does not, and would not reasonably be expected to have, a Material Adverse Effect. 7.2.2 Seller shall have performed and complied with, in all material respects, all of the covenants and agreements in this Agreement required to be performed and complied with by it on or prior to the Closing Date. 7.2.3 Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to the satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2. 7.2.4 Seller shall have duly executed and delivered (or have caused to be duly executed and delivered) to Buyer (a) a ▇▇▇▇ of sale, dated as of the Closing Date, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), (b) an assignment of patents with respect to the Assigned Patents, dated as of the Closing Date, in the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to Buyer. 7.2.5 Since the Signing Date, there shall not have occurred any Material Adverse Effect.

Additional Conditions to Buyer’s Obligation. Buyer’s The obligation of Buyer to consummate effect the transactions contemplated by this Agreement is further hereby shall be subject to the satisfaction (at or prior to the waiver by Buyer) Closing of the following conditions on conditions, any or before all of which may be waived by Buyer, in whole or in part, to the Closing Date: [*] = Certain confidential information contained in this document, marked extent permitted by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.applicable Law: 7.2.1 Each of the representations and warranties (i) The Fundamental Representations of Seller set forth in Article 3 shall be true and correct in all material respects as of the Signing Date date hereof and as of the Closing Date as though made on and as of the Closing Date (except that that, in each case, representations and warranties that by their terms speak as of a specified date shall have been true and correct only on such date) and (ii) each of the Signing Date or some other date representations and warranties of Seller set forth in this Agreement shall be true and correct as (it being understood that, for purposes of such date), except in each case where failure determining the accuracy of such representations and warranties, all “Seller Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties to shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correctcorrect only on such date) except, in the case of clause (ii), for failures that would not be reasonably likely to have, individually or in the aggregate, does not, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. 7.2.2 (b) Seller shall have performed and or complied with, in all material respects, respects with all of the agreements and covenants and agreements in required by this Agreement required to be performed and or complied with by it on or prior to the Closing Date. 7.2.3 Seller Date (including the deliveries at Closing pursuant to Section 1.4), and Buyer shall have delivered to Buyer received a certificatecertificate of an executive officer of Seller, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to the satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2such effect. 7.2.4 Seller shall have duly executed and delivered (or have caused c) Buyer has determined in its reasonable discretion that (i) no material defects in title exist with respect to be duly executed and delivered) to Buyer (a) a that certain property in Union District, ▇▇▇▇▇▇▇▇ of saleCounty, dated as West Virginia containing 82 acres, more or less, and 65 acres, more or less, and described in that certain deed recorded in the Office of the Closing Date, in Clerk of the form attached hereto as Exhibit A (the “County Commission of ▇▇▇▇▇▇▇▇ County, West Virginia, in Deed Book No. 1206, at page 378, and designated by the Assessor of Sale”)▇▇▇▇▇▇▇▇ County, West Virginia on the Land Books for said county in Union District — Outside as Tax Map No. 361, Parcel Nos. 9 and 10 of which ten acres is subject to a Lease Agreement dated as of March 28, 2012 by and between ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, his wife, and Antero Resources Appalachian Corporation, a Delaware Corporation; and (bii) an assignment of patents the rights to be conveyed by Seller to Buyer with respect to the Assigned Patents, dated as Real Property Interests applicable to the Middle Point Compressor Station and the Zinnia Compressor Station are satisfactory to Buyer and Buyer’s lenders for the purposes of ownership and operation of the Closing Date, in Middle Point Compressor Station and the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to BuyerZinnia Compressor Station. 7.2.5 Since the Signing Date, there shall not have occurred any Material Adverse Effect.

Additional Conditions to Buyer’s Obligation. Buyer’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Buyer) of the following conditions on or before the Closing Date: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.: 7.2.1 Each of the representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of the Signing Date or some other date shall be true and correct as of such date), except in each case where failure of such representations and warranties to be true and correct, individually or in the aggregate, does not, and would not reasonably be expected to have, a Material Adverse Effect. 7.2.2 Seller shall have performed and complied with, in all material respects, all of the covenants and agreements in this Agreement required to be performed and complied with by it on or prior to the Closing Date. 7.2.3 Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to the satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2. 7.2.4 Seller shall have duly executed and delivered (or have caused to be duly executed and delivered) to Buyer (a) a ▇▇▇▇ of sale, dated as of the Closing Date, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), (b) an assignment of patents with respect to the Assigned Patents, dated as of the Closing Date, in the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to Buyer. 7.2.5 Since the Signing Date, there shall not have occurred any Material Adverse Effect.

Additional Conditions to Buyer’s Obligation. Buyer’s The obligation of Buyer to consummate effect the transactions contemplated by this Agreement is further hereby shall be subject to the satisfaction (at or prior to the waiver by Buyer) Closing of the following conditions on conditions, any or before all of which may be waived by Buyer, in whole or in part, to the Closing Date: [*] = Certain confidential information contained in this document, marked extent permitted by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.applicable Law: 7.2.1 (a) Each of the representations and warranties of Seller set forth in Article 3 this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Seller Material Adverse Effect” qualifications and other materiality qualifications contained in all material respects such representations and warranties shall be disregarded) as of the Signing Date date hereof and as of the Closing Date as though made on and as of the Closing Date (except that that, in each case, representations and warranties that by their terms speak as of the Signing Date or some other a specified date shall be have been true and correct as of only on such date), ) except in each case where failure of such representations and warranties for failures that would not be reasonably likely to be true and correcthave, individually or in the aggregate, does not, and would not reasonably be expected to have, a Seller Material Adverse Effect., and Buyer shall have received a certificate of an executive officer of Seller, dated the Closing Date, to such effect. ** 7.2.2 (b) Seller shall have performed and or complied with, in all material respects, respects with all of the agreements and covenants and agreements in required by this Agreement required to be performed and or complied with by it on or prior to the Closing Date. 7.2.3 Seller Date (including the deliveries at Closing pursuant to Section 1.4), and Buyer shall have delivered to Buyer received a certificatecertificate of an executive officer of Seller, dated as of the Closing Date, executed by the Chief Executive Officer or Chief Financial Officer of Seller, certifying as to the satisfaction of each of the conditions set forth in Sections 7.2.1 and 7.2.2such effect. 7.2.4 Seller shall have duly executed and delivered (or have caused to be duly executed and delivered) to Buyer (a) a ▇▇▇▇ of sale, dated as of the Closing Date, in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), (b) an assignment of patents with respect to the Assigned Patents, dated as of the Closing Date, in the form attached hereto as Exhibit B (the “Assignment of Patents”), (c) an assignment and assumption agreement, dated as of the Closing Date, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), (d) a transition services agreement, dated as of the Closing, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), and (e) any documents reasonably requested by Buyer and necessary to transfer the Regulatory Materials from Seller to Buyer. 7.2.5 Since the Signing Date, there shall not have occurred any Material Adverse Effect.