ALL CONSENTS, APPROVALS OR
AUTHORIZATIONS OF THE GOVERNMENTAL AUTHORITIES AND OTHER PERSONS SET FORTH IN
SCHEDULE 7.03 SHALL HAVE BEEN OBTAINED; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IT SHALL NOT BE A CONDITION
PRECEDENT TO THE OBLIGATIONS OF EITHER PARTY UNDER THIS AGREEMENT THAT ANY
CONSENTS OR APPROVALS
23
REQUIRED FOR THE ASSIGNMENT TO PURCHASER OF EITHER THE TAX ABATEMENT AGREEMENT
OR ANY OF THE COMPENSATION AGREEMENTS SHALL HAVE BEEN OBTAINED.
ANY APPLICABLE
PROCESS BY WHICH SELLER, PANHANDLE AND PURCHASER AGREE TO THE ASSIGNMENT OF
SELLER'S RIGHTS AND OBLIGATIONS RELATING TO CAPACITY FOR THE FACILITY UNDER THE
EFT SERVICE AGREEMENT SHALL HAVE BEEN COMPLETED, AND PANHANDLE SHALL HAVE
ACKNOWLEDGED THAT THE RATE DISCOUNT PURSUANT TO THAT CERTAIN LETTER AGREEMENT
DATED DECEMBER 15, 2005, THAT IS APPENDED TO THE EFT SERVICE AGREEMENT SHALL
CONTINUE TO BE AVAILABLE TO PURCHASER WITH RESPECT TO SUCH CAPACITY
NOTWITHSTANDING SECTION 9 OF SUCH LETTER AGREEMENT AND THAT PURCHASER SHALL HAVE
THE RIGHT OF FIRST REFUSAL PROVIDED IN SECTION 8 OF SUCH LETTER AGREEMENT, TO
THE EXTENT SELLER HAS SUCH RIGHT.
9.08
ALL NECESSARY DOCUMENTS.
ALL PROCEEDINGS TO BE TAKEN IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND
ALL DOCUMENTS INCIDENT THERETO, SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO PURCHASER AND ITS COUNSEL, AND PURCHASER SHALL HAVE RECEIVED COPIES
OF SUCH DOCUMENTS AS PURCHASER AND ITS COUNSEL MAY REASONABLY REQUEST IN
CONNECTION WITH SAID TRANSACTIONS, INCLUDING WITHOUT LIMITATION, THOSE DOCUMENTS
TO BE DELIVERED PURSUANT TO SECTIONS 3.02 AND 4.01 HEREOF.
9.09
TITLE POLICY.
AT THE CLOSING, SELLER SHALL HAVE DELIVERED TO
PURCHASER OWNER'S TITLE INSURANCE POLICIES DATED THE CLOSING DATE ON ALTA
OWNER'S FORM (10-17-1992) WITH EXTENDED COVERAGE AND DELETION OF THE STANDARD
EXCEPTIONS TO TITLE CUSTOMARILY CONTAINED IN SUCH POLICIES, COVERING THE REAL
ESTATE COVERED BY THE COMMITMENTS REFERRED TO IN SECTION 6.01(A) HEREOF ISSUED
BY THE TITLE INSURANCE COMPANY WHICH ISSUED SUCH COMMITMENTS INSURING, AS OF THE
CLOSING DATE, THE FEE SIMPLE ESTATE OF PURCHASER IN SUCH REAL ESTATE IN THE
AMOUNT SET FORTH IN THE SCHEDULE 6.01, SUBJECT ONLY TO THE PERMITTED REAL ESTATE
EXCEPTIONS.
9.10
BROKERS AND CONSULTANTS.
SELLER SHALL HAVE ON OR PRIOR TO THE
CLOSING PAID ALL FEES, COSTS, EXPENSES AND OTHER CHARGES TO THE PERSONS
IDENTIFIED ON SCHEDULE 7.04, AS WELL AS PACE GLOBAL ENERGY SERVICES, REQUIRED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
Purchaser shall have the right to waive any of the foregoing conditions
precedent.
ARTICLE X
CONDITIONS TO CLOSING APPLICABLE TO SELLER
The obligations of Seller hereunder (including the obligation of Seller to close
the transactions herein contemplated) are subject to the following conditions
precedent:
10.01
NO TERMINATION.
NEITHER PURCHASER NOR SELLER SHALL HAVE TERMINATED
THIS AGREEMENT PURSUANT TO SECTION 11.01 HEREOF.
10.02
BRING-DOWN OF PURCHASER WARRANTIES.
ALL WARRANTIES AND
REPRESENTATIONS MADE BY PURCHASER HEREIN TO SELLER THAT ARE QUALIFIED BY
MATERIALITY SHALL BE TRUE AND CORRECT IN ALL RESPECTS, AND ALL WARRANTIES AND
REPRESENTATIONS MADE BY PURCHASER HEREIN TO SELLER