CONDITION
PRIOR TO SUCH CASUALTY EXCEEDS 40% OF THE PURCHASE PRICE OR, IN THE CASE OF SUCH
TAKING, THE ALLOCATED VALUE OF THE AFFECTED ASSETS EXCEEDS 40% OF THE PURCHASE
PRICE.
8.11
PURCHASE PRICE ADJUSTMENTS.
THE SUM OF THE
AMOUNTS BY WHICH THE PURCHASE PRICE WILL BE DECREASED PURSUANT TO SECTION
2.2(B)(II) AND SECTION 2.2(B)(III) (EXCLUDING ANY AMOUNTS ATTRIBUTABLE TO A
CASUALTY OR TAKING DESCRIBED IN SECTION 3.11 FOR WHICH PURCHASER IS ENTITLED TO
RECEIVE A PURCHASE PRICE REDUCTION PURSUANT TO SECTION 3.11) SHALL NOT BE IN
EXCESS OF 25% OF THE PURCHASE PRICE.
ARTICLE 9
PURCHASER'S CONDITIONS OF CLOSING
Purchaser's obligation to consummate the transactions provided for herein is
subject to the satisfaction or waiver on or before the Closing Date of the
following conditions:
9.1
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF NOBLE CONTAINED IN ARTICLE 4 SHALL BE TRUE AND
CORRECT, TO THE EXTENT QUALIFIED BY MATERIALITY, IN ALL RESPECTS, AND TO THE
EXTENT NOT SO QUALIFIED, IN ALL MATERIAL RESPECTS, (IN EACH CASE) AS OF CLOSING
AS THOUGH MADE ON AND AS OF THAT DATE.
9.2
PERFORMANCE.
NOBLE SHALL HAVE PERFORMED IN
ALL MATERIAL RESPECTS EACH OF THE OBLIGATIONS, COVENANTS AND AGREEMENTS REQUIRED
HEREUNDER TO BE PERFORMED BY IT AT OR PRIOR TO THE CLOSING.
9.3
OFFICER OR ATTORNEY-IN-FACT CERTIFICATE.
NOBLE SHALL HAVE DELIVERED TO PURCHASER A CERTIFICATE OF A CORPORATE OFFICER OR
ATTORNEY-IN-FACT, DATED THE DATE OF CLOSING, CERTIFYING ON BEHALF OF NOBLE THAT
THE CONDITIONS SET FORTH IN SECTIONS 9.1 AND 9.2 HAVE BEEN FULFILLED.
9.4
LITIGATION.
THERE SHALL BE NO LEGAL OR
ARBITRATION PROCEEDINGS AGAINST NOBLE OR INVOLVING THE ASSETS, IN EITHER CASE
WITH RESPECT TO WHICH NOBLE HAS RECEIVED SERVICE OF PROCESS OR OTHER WRITTEN
NOTICE, THAT REASONABLY IS EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE VALUE
OF THE ASSETS TAKEN AS A WHOLE AFTER THE EFFECTIVE TIME.
26
9.5
CERTIFICATE OF AUTHORITY.
NOBLE SHALL HAVE
DELIVERED TO PURCHASER A CERTIFICATE OF AUTHORITY DATED AS OF THE CLOSING DATE
CERTIFYING THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE
ACTION ON THE PART OF NOBLE AND THAT THE INDIVIDUALS EXECUTING THE DOCUMENTS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED TO REPRESENT AND BIND
NOBLE IN CONNECTION THEREWITH.
9.6
OPERATORSHIP FORMS.
NOBLE SHALL HAVE
EXECUTED AND DELIVERED TO PURCHASER SUCH FORMS AS MAY BE REQUIRED BY ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION TO EVIDENCE THE CHANGE OF
OPERATORSHIP FROM NOBLE TO PURCHASER ON ALL LEASEHOLD INTERESTS CONSTITUTING A
PART OF THE ASSETS THAT ARE OPERATED BY PURCHASER.
9.7
HSR ACT.
THE CLOSING SHALL BE PERMITTED TO
OCCUR WITHOUT VIOLATION OF THE HSR ACT.
9.8
CASUALTY LOSS.
NO PORTION OF THE ASSETS
SHALL HAVE BEEN DAMAGED OR DESTROYED BY A CASUALTY OR TAKEN IN CONDEMNATION OR
UNDER RIGHT OF EMINENT DOMAIN WHERE, IN THE EVENT OF A CASUALTY, THE COST TO
REPAIR, REPLACE OR RESTORE THE AFFECTED ASSTS (SUCH COST NOT TO EXCEED THE
ALLOCATED VALUE OF SUCH AFFECTED ASSETS) TO