Common use of CONDITIONS OF CLOSING BY BUYER Clause in Contracts

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) All representations and warranties of Seller contained in this Agreement shall be true, correct, and not misleading in all material respects, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller; (b) No suit or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated hereby; and (c) Should there be downward adjustments to the Purchase Price in excess of ten percent (10%) of the Purchase Price, due to asserted Title Defects and Environmental Defects; Buyer has the option to terminate this Agreement with no liability to Buyer other than return of the Deposit. (d) No material adverse change in the condition of or title to the Properties shall have occurred subsequent to the Effective Time, except depletion through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.

CONDITIONS OF CLOSING BY BUYER. The obligation of Buyer to close is subject to the satisfaction of the following conditions: (a) All Seller shall have obtained and delivered to Buyer all prerequisite waivers of preferential rights of purchase and all necessary consents for transfer of the Interests, or Buyer and Seller shall have adjusted the purchase price in accordance with the provisions of Section 4; (b) Buyer and Seller shall have adjusted the Base Purchase Price for Environmental Defects in accordance with the provisions of Section 13 hereof; (d) The representations and warranties of Seller contained in this Agreement Section 7 shall be true, correct, true on and not misleading in all material respectsas of the Closing Date, and Seller shall have delivered to Buyer at the Closing a certificate signed on its behalf to such effect; (e) Seller shall have performed and satisfied all agreements and covenants in all material respects required by all of its covenants and agreements contained in this Agreement to be performed and satisfied by Seller; (b) No suit or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with the transaction contemplated herebyAgreement; and (cf) Should Prior to Closing, there be downward adjustments to the Purchase Price in excess of ten percent (10%) of the Purchase Price, due to asserted Title Defects and Environmental Defects; Buyer has the option to terminate this Agreement with no liability to Buyer other than return of the Deposit. (d) No shall not have been a material adverse change in the condition of or title Interests, taken as a whole, excepting depletion due to the Properties shall have occurred subsequent to the Effective Time, except depletion through normal production within authorized allowables, ordinary changes in rates of production, and depreciation of equipment through ordinary wear and tear.