CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, to the fulfillment of each and all of the following conditions at or prior to the Closing Date: A. All of the representations and warranties of the Seller contained in Article 5 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. B. There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substance.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. Subject to waiver as set forth in Section 11.10, the obligations of the Buyer under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. All obligations of the Buyer to consummate the Transactions are subject to the satisfaction (or waiver by the Buyer) prior thereto of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived by the Buyer and the consummation of the Closing by the Buyer shall be deemed to be a complete waiver of all of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the Fundamental Representations of the Sellers set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, material adverse effect or words of similar import, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and as of the Closing Date, with the same force and effect as though made on and as of such date; provided, however, that the representation and warranty set forth in Section 4.03(a) shall be deemed to be true and correct solely for the purpose of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII; (b) the Sellers shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to the Closing Date; and (c) the Buyer shall have received the items listed in Section 7.04.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer under this Agreement to proceed with the Closing shall be subject to the satisfaction by the Company Parties on or prior to the Closing Date of each of the following conditions precedent:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by the Buyer, on or prior to the Closing, of each of the following conditions:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the conditions set forth below, any or all of which may be waived by the Buyer in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any other condition or of any of the Buyer's rights or remedies, at law or in equity, if the Seller shall be in default or breach of any of his representations, warranties or agreements under this Agreement:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. All obligations of the Buyer that are to be discharged under this Agreement at the Closing are subject to the fulfillment, at Closing or effective as of the Closing Date, of each of the following conditions (unless expressly waived in writing by the Buyer at any time at or prior to the Closing) and the Sellers shall use their reasonable efforts to cause each of such conditions to be satisfied: