CONDITIONS TO CLOSING 9. Section 4.1. Representations and Warranties 9 Section 4.2. Performance; No Default 9 Section 4.3. Compliance Certificates 9 Section 4.4. Opinions of Counsel 9 Section 4.5. Purchase Permitted By Applicable Law, Etc 10 Section 4.6. Sale of Other Notes 10 Section 4.7. Payment of Special Counsel Fees 10 Section 4.8. Private Placement Number 10 Section 4.9. Changes in Corporate Structure 10 Section 4.10. Funding Instructions 10 Section 4.11. Debt Rating 11 Section 4.12. Subsidiary Guaranty 11 Section 4.13. [Reserved] 11 Section 4.14. Proceedings and Documents 11 Section 4.15. Conditions to Issuance of Additional Notes 11
CONDITIONS TO CLOSING 9. Section 5.1. Conditions to Each Party’s Obligations to Close 9 Section 5.2. Conditions to the Obligations of VMware to Close 10 Section 5.3. Conditions to the Obligations of Seller to Close 10
CONDITIONS TO CLOSING 9. 3.01 Conditions to the Purchaser’s and the Merger Sub’s Obligations 9 3.02 Conditions to the Company’s Obligations 11 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 4.01 Organization and Corporate Power 12 4.02 Subsidiaries 12 4.03 Authorization; No Breach; Valid and Binding Agreement 13 4.04 Capital Stock 14 4.05 Financial Statements 14 4.06 Absence of Certain Developments 14 4.07 Title to Properties 16 4.08 Tax Matters 16 4.09 Contracts and Commitments 19 4.10 Intellectual Property 20 4.11 Litigation 21 4.12 Governmental Consents, etc. 22 4.13 Employee Benefit Plans 22 4.14 Insurance 23 4.15 Compliance with Laws; Credit Card Associations 23 4.16 Environmental Compliance and Conditions 24 4.17 Affiliated Transactions 24 4.18 Employees 25 4.19 Brokerage 25 4.20 Merchants, Merchant Originators and Vendors 25 Table of Contents (Continued) Page
CONDITIONS TO CLOSING 9. Section 5.1 Conditions Precedent to the Obligations of Both Parties 9 Section 5.2 Conditions Precedent to the Obligations of Buyer 10 Section 5.3 Conditions Precedent to the Obligations of Seller 10 ARTICLE VI TERMINATION, AMENDMENT AND WAIVER 11 Section 6.1 Termination 11 Section 6.2 Costs and Expenses 12 Section 6.3 Effect of Termination 12 ARTICLE VII SURVIVAL; INDEMNIFICATION 12 Section 7.1 Survival 12 Section 7.2 Indemnification 12 Section 7.3 Exclusive Remedy 15 Section 7.4 Tax Treatment of Indemnity Payments 15 ARTICLE VIII MISCELLANEOUS PROVISIONS 16 Section 8.1 Successors And Assigns; Third-Party Beneficiaries 16 Section 8.2 Fees and Expenses 16 Section 8.3 Notices 16 Section 8.4 Entire Agreement 17 Section 8.5 Waivers and Amendments 17 Section 8.6 Severability 17 Section 8.7 Titles and Headings 17 Section 8.8 Signatures and Counterparts 17 Section 8.9 Governing Law 18 Section 8.10 Specific Performance 18 Section 8.11 Consent to Jurisdiction 18 Section 8.12 Waiver of Trial by Jury 18 Section 8.13 Construction 19 Section 8.14 No Recourse 19 ARTICLE IX DEFINITIONS 20 Section 9.1 Definitions 20 Exhibits Exhibit A Form of Membership Interest Assignment Agreement Exhibit B Form of Parent Guaranty Exhibit C Form of Settlement Agreement Exhibit D Form of Registration Rights Agreement PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2017 (the “Execution Date”), by and among CNX Gas Company LLC, a Delaware limited liability company (“Buyer”), and NBL Midstream, LLC, a Delaware limited liability company (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms not otherwise defined shall have the meanings assigned to such terms in Article IX.
