Conditions to the Seller’s Obligations Clause Samples

Conditions to the Seller’s Obligations. The obligation of the Sellers to consummate the Transactions is subject to the satisfaction of the following conditions, any of which may be waived in writing by the Sellers: (a) No temporary or permanent Order shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Body nor shall any proceeding brought by a Governmental Body seeking any of the foregoing be pending, or any applicable Law shall be in effect enjoining or otherwise prohibiting consummation of the Transactions. (b) Each of the representations and warranties of the Purchasers contained in Article IV of this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date, with the same effect as if then made. The Purchasers shall have performed, in all material respects, all obligations required by this Agreement to be performed by it on or prior to the Closing Date. The Purchasers shall have delivered a certificate to the Pogo Royalty, executed by each Purchaser or one or more duly authorized representatives thereof, as the case may be, as to the matters referred to in this Section 6.1(b) in respect of such Purchaser and confirming that the Closing Notice remains true and correct in all respects. (c) Pogo Royalty shall have received written notice (the “Closing Notice”) from the Purchasers specifying the Closing Date (which must be at least two Business Days after delivery of such notice) and certifying that (i) EONR Royalties (or the ORRI Third Party Purchaser) is ready, willing and able to pay the ORRI Purchase Price, (ii) OpCo is willing, ready and able to pay the Note Payoff Fee, (iii) the Company is willing, ready and able to issue the Share Consideration and (iv) no Purchaser is subject to an Insolvency Event. (d) Pogo Royalty shall have received (i) a written consent, in a form reasonably acceptable to the Seller, executed by First International Bank & Trust consenting to the Transactions and (ii) a written termination agreement, in a form reasonably acceptable to Pogo Royalty, executed by First International Bank & Trust and the Company, terminating the Subordination Agreement (collectively, the “Lender Consent”).

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by the Seller in writing) of the following conditions as of the Closing Date: (a) Each of the representations and warranties set forth in Article V will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date; (b) The Buyer will have performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing; (c) There shall be no judgment, decree, injunction or order, which prohibits the consummation of the transactions contemplated by this Agreement; (d) All applicable waiting periods under the HSR Act , if any, shall have expired or been terminated; (e) On or prior to the Closing Date, the Buyer will have delivered to the Seller all of the following: (1) A certificate, dated not earlier than the tenth (10th) business day prior to the Closing Date, of the Secretary of State of the Commonwealth of Pennsylvania to the effect that the Buyer is validly existing or has comparable active status in such state; (2) A certificate of an executive officer of the Buyer certifying that each of the conditions set forth in Sections 1.6(a) and 1.6(b) has been satisfied as of the time of the Closing; and (3) A certificate of the Secretary or Assistant Secretary of the Buyer certifying as to the resolutions of the board of directors of Buyer and the incumbency of the officers of the Buyer executing this Agreement or any Transaction Document. (f) The Buyer shall have paid to the Seller the Estimated Purchase Price in accordance with Section 1.2; and (g) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Buyer, shall have delivered its opinion to the Seller in form and substance reasonably acceptable to the Seller and its counsel.

Conditions to the Seller’s Obligations. The obligation of the Seller to transfer the Transferred Assets to the Buyer and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions, each of which may be waived by the Seller in its sole discretion:

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the Transactions shall be subject to the following conditions, for the exclusive benefit of the Seller, which may be waived by the Seller in whole or in part: (a) The Buyer shall have performed and complied in all material respects with all covenants and obligations in this Agreement to be complied with and performed by the Buyer at or before Closing. (b) All representations and warranties of the Buyer in this Agreement shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of the date of Closing with the same force and effect as if such representations and warranties had been made on and as of that date, except: (i) to the extent that such representations and warranties refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (ii) for changes expressly contemplated and permitted by this Agreement. (c) No Buyer Material Adverse Effect shall have occurred since the date of this Agreement. (d) There shall be no Order or Applicable Law in effect that prohibits the consummation of the Transactions, provided that each Party shall have taken all actions required by Section 4.1(e) to prevent the occurrence or entry of such Order or Applicable Law and to remove or appeal such Order or Applicable Law as promptly as possible. (e) The Investor Rights Agreement shall have been entered into or shall be entered into concurrently with the Closing. (f) Subject to compliance with all of the requirements of the Investor Rights Agreement, the nominees of the Seller for appointment to the Buyer’s board of directors as contemplated in the Investor Rights Agreement shall have been appointed effective as of the Closing Date. (g) The Debentures shall have been restructured on terms and conditions set out in the letter of intent included in the Buyer Disclosure Letter, such restructuring satisfactory to the Seller, acting reasonably. (h) The Buyer Shares shall have been delisted from the NYSE American. (i) The M Grupo JV Arrangements shall have been terminated in accordance with the Transfer Agreement and the Buyer Shares issuable to M Grupo on the Closing Date pursuant to the terms of the Transfer Agreement shall be issued concurrently with the issuance to the Seller of the Closing Date Consideration Shares. The foregoing conditions ...

Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the Contemplated Transactions are subject to the satisfaction of each of the following conditions (any or all of which may, if permitted by applicable Law, be waived in whole or in part by the Seller in writing) as of the Closing:

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent: (a) The Buyer shall have delivered to the Seller the duly executed Stock Purchase Agreement. (b) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (c) The representations and warranties of the Buyer contained in Section 3.2 shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and the Seller shall have received a certificate executed by a duly authorized person of RP Management, LLC, as Administrator of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (d) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (f) The Seller shall have received a valid, properly executed Int...

Conditions to the Seller’s Obligations. The Sellers' obligations to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived by the Sellers in their sole discretion:

Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part: (a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date. (b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.

Conditions to the Seller’s Obligations. The obligations of the Seller to convey and contribute the Transferred Assets on any Transfer Date occurring on or after the Closing Date shall be subject to the satisfaction of the following conditions (in addition to the procedures required by Section 2.02 hereof): (a) All representations and warranties of the Issuer contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such date; and (b) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller, and the Seller shall have received from the Issuer copies of all documents (including without limitation records of corporate proceedings) relevant to the transactions herein contemplated as the Seller may reasonably have requested.