Common use of Conditions to Seller’s Obligations Clause in Contracts

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by SellerPurchaser: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser Purchaser, set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing. (d) Seller shall have received a certificate to the effect set forth in clauses (a), (b) and (c) above signed by the Secretary of Purchaser.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation to effect deliver title to the Closing Properties shall be subject to compliance by Buyer with the satisfaction at or prior to the Closing following conditions precedent on and as of the following conditions, any one or more date of which may be waived by SellerClosing: (a) There Buyer shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays deliver to Seller on each Closing Date the consummation of any or all remainder of the transactions contemplated herein nor shall any proceeding seeking any Purchase Price as allocated to such Property in accordance with Schedule 1 hereof, subject to adjustment of the foregoing have been commenced.such amount pursuant to Section 2 hereof; and (b) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing as if such representations and warranties were made at and as of the Closing Date as though made at such time. (c) The Purchaser Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect deliver title to the Closing Property shall be subject to compliance by Buyer with the satisfaction at or prior to the Closing following conditions precedent on and as of the following conditions, any one or more date of which may be waived by SellerClosing: (a) There Buyer shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays deliver to Seller on the consummation of any or all Closing Date the remainder of the transactions contemplated herein nor shall any proceeding seeking any Purchase Price, subject to adjustment of the foregoing have been commenced.such amount pursuant to Section 2 hereof; (b) Buyer shall deliver to Seller on or before the Closing the items set forth in Section 10(b) above that Buyer is obligated to deliver; and (c) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing as if such representations and warranties were made at and as of the Closing Date as though made at such time. (c) The Purchaser Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect deliver title to the Closing Property shall be subject to compliance by Buyer with the satisfaction at or prior to the Closing following conditions precedent on and as of the following conditions, any one or more date of which may be waived by SellerClosing: (a) There Buyer shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays deliver to Seller on the consummation of any or all Closing Date the remainder of the transactions contemplated herein nor shall any proceeding seeking any Purchase Price, subject to adjustment of the foregoing have been commenced.such amount pursuant to Section 2 hereof; (b) Buyer shall deliver to Seller on or before the Closing the items set forth in Section 10 above that Buyer is obligated to deliver; and (c) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing as if such representations and warranties were made at and as of the Closing Date as though made at such time. (c) The Purchaser Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller Sellers’ obligation to effect deliver title to the Closing Properties shall be subject to compliance by Buyer with the satisfaction at or prior to the Closing following conditions precedent on and as of the following conditions, any one or more date of which may be waived by SellerClosing: (a) There Buyer shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays deliver to Seller on the consummation of any or all Closing Date the remainder of the transactions contemplated herein nor shall any proceeding seeking any Purchase Price, subject to adjustment of the foregoing have been commenced.such amount pursuant to Section 2 hereof; (b) Buyer shall deliver to Sellers on or before the Closing the items set forth in Section 10(b) above that Buyer is obligated to deliver; and (c) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing as if such representations and warranties were made at and as of the Closing Date as though made at such time. (c) The Purchaser Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing. (d) The Seller shall have delivered to Purchaser a true copy of the Thermal Contract, a true copy of the Power Purchase Agreement, and all other documents or information reasonably requested by the Purchaser.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect sell, transfer, assign, grant and convey the Assets to Buyer on the Closing Date shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: conditions that: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The Buyer’s representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as on each of the date of this Agreement Date and as of the Closing Date as though made at such time. Date; (cb) The Purchaser Buyer shall have performed and complied in all material respects with the agreements contained in all covenants required by this Agreement required to be performed and complied with by it prior to on or at before the ClosingClosing Date; (c) Seller shall have received a counterpart of this Agreement duly executed on behalf of Buyer; (d) Seller shall have received payment of the Purchase Consideration from Buyer; and (e) there shall be no injunction, writ or order of any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby.

Conditions to Seller’s Obligations. The obligations Seller’s obligation to deliver title to the Property and proceed to Closing on the terms and conditions of Seller to effect the Closing this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent on and as of the Closing Date, any one or more of which may be waived in whole or in part by SellerSeller in writing: (a) There Buyer shall not be in effect any injunctiondeliver to Seller upon the Closing the Purchase Price or the Termination Purchase Price, order or decree of a court of competent jurisdiction that prohibits or delays as the consummation of any or all of case may be, and, if applicable, the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced.Grant; and (b) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects as of the date of this Agreement at and as of the Closing Date as though if such representations and warranties were made at such time. (c) The Purchaser and as of the Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing shall be transaction contemplated hereby is subject to the satisfaction at fulfillment of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of the following conditions, any one or more of which may this Agreement may, at Seller's option, be waived by Sellerterminated pursuant to and with the effect set forth in Article XI: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all Consent of the transactions contemplated herein nor shall any proceeding seeking any limited partners of Seller to proceed with the foregoing have been commencedtransaction. (b) The representations and warranties Consent of the Board of Directors of the corporate general partner of the Limited Partnership. (c) Each and every representation and warranty made by Purchaser set forth shall have been true and correct in this Agreement all material respects when made and shall be true and correct in all material respects as of the date of this Agreement if originally made on and as of the Closing Date as though made at such timeDate. (cd) The All obligations of Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed hereunder through, and complied with by it prior to or at including the Closing.Closing Date (including, without limitation, all obligations which Purchaser would

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect sell, transfer, assign, grant and convey the Assets to Buyer on the Closing Date shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: conditions that: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The Buyer’s representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as on each of the date of this Agreement Date and as of the Closing Date as though made at such time. Date; (cb) The Purchaser Buyer shall have performed and complied in all material respects with the agreements contained in all covenants required by this Agreement required to be performed and complied with by it prior to on or at before the ClosingClosing Date; (c) Seller shall have received a counterpart of this Agreement duly executed on behalf of Buyer; (d) Seller shall have received payment of the Purchase Price from Buyer; and (e) there shall be no injunction, writ or order of any Governmental Authority restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect deliver title to the Closing Partnership Interests shall be subject to compliance by Buyer with the satisfaction at or prior to the Closing following conditions precedent on and as of the following conditions, any one or more date of which may be waived by SellerClosing: (a) There Buyer shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays deliver to Seller on each Closing Date the consummation of any or all portion of the transactions contemplated herein nor shall any proceeding seeking any Purchase Price allocated to the Partnership Interests of the foregoing have been commenced.Option Holder or Option Holders being conveyed at such Closing, subject to adjustment of such amount pursuant to Section 2 hereof; and (b) The representations and warranties of the Purchaser set forth Buyer contained in this Agreement shall have been true when made and shall be true and correct in all material respects at and as of the date of this Agreement Closing as if such representations and warranties were made at and as of the Closing Date as though made at such time. (c) The Purchaser Closing, and Buyer shall have performed and complied in all material respects with the all covenants, agreements contained in and conditions required by this Agreement required to be performed and or complied with by it Buyer prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser Purchaser, set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time. (c) The Purchaser shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing shall be are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions, any one or more of which may be waived by Sellercondition: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct correct, in all material respects each case, as of the date of this Agreement Closing Date, as though made on and as of the Closing Date (except to the extent that any representation and warranty is expressly made as though made at of an earlier date, in which case such timerepresentation and warranty need only be true and correct as of such earlier date). (cb) The Purchaser shall have performed and complied in all material respects with the all covenants and agreements contained required in this Agreement required to be performed and or complied with by it Purchaser, as applicable, at or prior to or at the Closing. (c) Purchaser shall have delivered or caused to be delivered the items set forth in Section 2.11. (d) The Seller and Purchaser shall have reached an agreement on the final form of the Transaction Documents. (e) The Purchaser shall have executed the Key Employee Agreement.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing transactions contemplated by this Agreement shall be subject to the satisfaction at or waiver by Seller in writing, on or prior to the Closing Closing, of each of the following conditions, any one or more of which may be waived by Seller: (a) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all Each of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced. (b) The representations and warranties of the Purchaser set forth contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the Closing; each of the covenants and agreements of Purchaser to be performed on or prior to the Closing Date shall have been duly performed in all material respects; and Seller shall have received from Purchaser at the Closing certificates to the foregoing effect, dated as though made at such timeof the Closing and executed on behalf of Purchaser. (cb) The Purchaser All consents, approvals and waivers from third parties and any governmental entity and other parties necessary to the consummation of the transactions contemplated hereby shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closingbeen obtained.