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

Additional Conditions to Seller’s Obligations. The obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretion, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closing. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated.

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained set forth in this Agreement shall be true and correct in all material respects (it being understood that for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth Date (except that, in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the each case, representations and warranties that speak as of a specified date shall have been true and correct (or true and correct in all material respects, as appropriate) only on such date), and Seller shall have received a certificate of an executive officer of Buyer, dated the Buyer PartiesClosing Date, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingsuch effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The Buyer Parties applicable waiting period under the HSR Act and any extension thereof shall have obtained each Authorization terminated or expired, and each Third Person Consent set forth in Schedule 4.03 neither the FTC nor the DOJ shall have imposed any material conditions upon Seller’s ability to dispose of the Buyer Parties' Disclosure LetterTransferred Assets. (d) Sellers Buyer shall have received a certificate from duly executed and delivered each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection Other Agreements simultaneously with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated.

Additional Conditions to Seller’s Obligations. The obligations of Sellers to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSellers, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained Buyers set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality qualifications contained in such representations and warranties shall be disregarded) as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth Date (except that, in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the each case, representations and warranties that speak as of the Buyer Parties, individually or in the aggregate, a specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely expected to materially and adversely affect the ability of Buyers to perform their obligations under this Agreement (other than the first two sentences of Section 4.1 and all of Section 4.2, for which this exclusion shall not apply) and Sellers shall have received a Material Adverse Effect on certificate of an executive officer of each Buyer, dated the Seller Companies after the ClosingClosing Date, to such effect. (b) Each Buyer Party Buyers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c)effect. (fc) No Action by any Court, Governmental Authority or other All Third Person shall have been instituted or threatened which questions the validity or legality Consents and all Authorizations specified in Section 4.3(a) and Section 4.3(b) of the transactions contemplated hereby and Disclosure Schedules, the lack of which could would reasonably be expected to have a Material Adverse Effect on SellersEffect, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedshall have been obtained.

Additional Conditions to Seller’s Obligations. The obligations obligation of Sellers Seller to consummate sell the transactions contemplated hereby shall be Assets is subject to the satisfaction satisfaction, at or prior to the Closing (and shall remain satisfied at and as Closing, of the Closing) conditions set out below. The benefit of the following conditions, any or all of which these conditions is for Seller only and may be waived in writing by ICO Seller at any time in its sole discretion, in whole or in part, to the extent permitted by applicable Law:. (a) Each of the The representations and warranties of the Buyer Parties contained made in this Agreement or any Transaction Document shall be true and correct in all material respects as of the date of this Agreement and as of Closing Date as though when made again on and as of the Closing Date; provided , as though made at that Sellers shall not be entitled to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingtime. (b) Each Buyer Party shall have performed or performed, satisfied and complied in all material respects with all covenants, agreements and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Closing DateAgreement. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth made the deliveries described in Schedule 4.03 to the Buyer Parties' Disclosure LetterSection 1.6. (d) Sellers Buyer shall have received a certificate from each of obtained the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the ClosingRequired Consents. (e) Sellers Buyer shall have received reached a certificate new arrangement (to the full satisfaction of Seller) with all banks which provided Buyer with financing, and which, for the Chief Executive Officer and Chief Financial Officer avoidance of doubt, does not include any personal guarantee of Seller (or general partner any of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(bits shareholders) and 8.02(a), (b) and (c)for Buyer's financing. (f) No Action Buyer shall have entered into Shamir’s SPA and Rimon’s SPA, and such agreements have been executed and delivered by any Court, Governmental Authority or the other Person parties thereto. (g) A Shareholders’ Agreement between the Purchasers under the Share Purchase Agreement and Mivtach Shamir shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedduly executed.

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect with respect to Buyer or the ability of Buyer to perform its obligations under this Agreement, as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers , and Seller shall not be entitled have received a certificate of an executive officer of Buyer, dated the Closing Date, to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingsuch effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The Buyer Parties Restructuring shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 been completed; provided that if the Restructuring is not completed on or before March 12, 2004, then completion of the Restructuring shall not be a condition to Seller's obligations to effect the Buyer Parties' Disclosure Lettertransactions contemplated by this Agreement. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer PartyThe Guarantee, dated as of October 23, 2003 of El Paso guaranteeing the Closing Date (i) attaching and certifying on behalf obligations of such Buyer Party, as complete and correct, copies CARC under a letter of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance credit facility provided by such Buyer Party of this Agreement BNP Paribas to purchase crude oil shall have been released and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders Liens securing CARC's obligations under such letter of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closingcredit facility shall have been released. (e) Sellers shall have received a certificate For purposes of determining whether failure of the Chief Executive Officer representations and Chief Financial Officer or general partner warranties of each Buyer Party, dated to be true and correct (as described in the first sentence of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(bSection 8.2(a)) would be material and 8.02(aadverse under clauses (i), (bii), or (iii) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could last sentence of the definition of "Material Adverse Effect," the parties agree that a Material Adverse Effect will be deemed to have occurred for purposes of Section 8.2(a) if it has caused, will cause, or may reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedcause any Loss in excess of $20 million.

Additional Conditions to Seller’s Obligations. The obligations obligation of Sellers Seller to consummate the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) each of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (ai) Each each of the Buyer Fundamental Representations, and each of the representations and warranties of Buyer that is qualified by the words “Buyer Parties contained in this Agreement Material Adverse Effect,” shall be true and correct in all respects as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth in this Section 8.02and (aii) as a basis not to consummate the transactions contemplated hereby unless the breaches each of the representations and warranties of Buyer (other than the Buyer PartiesFundamental Representations) that is not qualified by the words “Buyer Material Adverse Effect” shall be true and correct in all respects as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (it being understood that any materiality or similar limitations or qualifications set forth in such representations and warranties or defined terms used therein, including the words “material,” “materially” and “in all material respects,” shall not be considered or given any effect for purposes of determining if there is an inaccuracy or breach thereof), except where any failures of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be reasonably likely expected to be materially adverse to the business, assets or financial condition of Buyer; provided that in each case of clauses (i) and (ii) above, representations and warranties that speak as of a specified date (other than the term “current” or “currently”) shall have a Material Adverse Effect been true and correct only on the Seller Companies after the Closingsuch date. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements each agreement and covenants covenant required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained delivered to Seller each Authorization of the documents, instruments and each Third Person Consent set forth consents specified in Schedule 4.03 to the Buyer Parties' Disclosure LetterSection 3.2(b) (excluding Section 3.2(b)(x)). (d) Sellers shall have received a certificate from each Buyer’s delivery at Closing of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying to the effect that such Buyer Party has satisfied the Closing Conditions set forth conditions in Sections 8.01(bSection 8.2(a) and 8.02(a), (bSection 8.2(b) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedsatisfied.

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth Date (except that, in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the each case, representations and warranties that speak as of the Buyer Parties, individually or in the aggregate, a specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely expected to materially and adversely affect the ability of Buyer to perform its obligations under this Agreement and Seller shall have received a Material Adverse Effect on certificate of an executive officer of Buyer, dated the Seller Companies after the ClosingClosing Date, to such effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers Seller shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c)effect. (fc) No Action by any Court, Governmental Authority or other All Third Person shall have been instituted or threatened which questions the validity or legality Consents and all Authorizations specified in Section 3.3(b) of the transactions contemplated hereby and Disclosure Schedules, the lack of which could would reasonably be expected to have a Material Adverse Effect on SellersEffect, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedshall have been obtained.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of the Buyer Parties contained made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct as of the date of this Agreement in all respects when made and as of Closing Date as though made again on and as of the Closing Date; provided , as though made on and as of the Closing Date (except for representations and warranties that Sellers speak only as of a specific date or time, which need be so complete and correct only as of such date or time). The other representations and warranties of Buyer made in Article V shall, when read without any qualification as to "materiality" or "material adverse effect" or another similar qualifier shall not be entitled to invoke complete and correct in all respects when made and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which need be so complete and correct only as of such date or time) except where the failure to be so complete and correct, individually and in the aggregate, has not had and is not reasonably likely to have a material adverse effect on the ability of the condition set forth in this Section 8.02 (a) as a basis not Buyer to consummate the transactions contemplated hereby unless by this Agreement or to perform its Obligations under this Agreement, and Seller shall have received a certificate of an executive officer of Buyer, dated the breaches of the representations and warranties of the Buyer PartiesClosing Date, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closing.such effect; (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers Seller shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and effect; (c). (f) No Action by any Court, Governmental Authority or other All Third Person Consents and all Authorizations specified in Section 8.2(c) of the Disclosure Schedules shall have been instituted obtained; (d) Since the Execution Date, there must not have been any event or threatened series of events which questions the validity has had or legality of the transactions contemplated hereby and which could would reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if Effect; and (e) Buyer shall have provided to Seller reasonable confirmation (which shall include an unaudited balance sheet and bank statements of Buyer) that the transactions contemplated by this Agreement and Adjusted Net Worth of Buyer immediately prior to the Ancillary Agreements are consummatedClosing shall equal or exceed an amount equal to One Hundred Fifty Million Dollars ($150,000,000).

Additional Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 11.1, Seller's obligations of Sellers to consummate sell the transactions contemplated hereby Common Shares and the Super Common Shares to CAS and the ESOT Purchaser, respectively, shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretion, in whole or in part, to the extent permitted by applicable Law: (a) Each All of the representations and warranties of made by the Buyer Parties contained in this Agreement ESOT Purchaser, Management Purchasers, and CAS herein shall be true and correct in all material respects as of the date of this Agreement and as of Closing Date with the same force and effect as though if such representations and warranties had been made again on and as of the Closing Date; provided that Sellers , except as expressly contemplated herein, and Seller shall not be entitled have received certificates to invoke such effect signed by the failure Trustee on behalf of the condition set forth in this Section 8.02 (a) ESOT Purchaser and signed by Stephen W. Vincent, as a basis not to consummate the transactions contemplated hereby unless the breaches Chief Execxxxxx Xxxxxxx xx CAS and on behalf of the representations and warranties Management Purchasers, each of the Buyer Parties, individually whom hereby appoints Mr. Vincent to act as his or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingher rexxxxxxxxxxxe for such purpose. (b) Each Buyer Party The ESOT Purchasers, CAS, and Management Purchaser shall have performed or complied in all material respects with all agreements and covenants obligations required by this Agreement to be performed or complied with by it them under this Agreement on or prior to the Closing Date, and Seller shall have received certificates to such effect signed by the Trustee on behalf of the ESOT Purchaser and signed by Stephen W. Vincent, as Chief Execxxxxx Xxxxxxx xx CAS and on behalf of the Management Purchasers, each of whom hereby appoints Mr. Vincent to act as his or her rexxxxxxxxxxxe for such purpose. (c) The Buyer Parties CAS shall have obtained each Authorization executed and each Third Person Consent set forth in Schedule 4.03 to delivered the Buyer Parties' Disclosure LetterEMCON Notes and Assignment of Stock Pledge Agreement. (d) Sellers CAS shall have received a certificate from each of executed and delivered the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the ClosingMSA. (e) Sellers CAS shall have received a certificate of executed and delivered the Chief Executive Officer Lease Agreement and Chief Financial Officer or general partner of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c)Sublease. (f) No Action Seller shall have received a legal opinion from Alan Engstrom, counsel to CAS, in xxxxxxxxxxxxx the form of Exhibit 11.3(f) attached hereto. (g) Seller shall have received a legal opinion from McDermott, Will & Emery, counsel xx xxx ESOT, in xxxxtantially the form of Exhibit 11.3(g) attached hereto. (h) The CAS Officer's Certificate shall be executed and delivered to Seller. (i) Seller shall have received a letter from Houlihan, Lokey, Howard, and Zukin ("Houlihan") staxxxx xn substance thxx, xx xts opinion, the approach taken by any CourtWilliamette Management Associates, Governmental Authority Inc. with respect to the evaluation of CAS, and its conclusion regarding the purchase price paid by the ESOT Purchaser for the Super Common Shares are reasonable based on the information reviewed by Houlihan in connection with its engxxxxxxx by Seller. (j) All other agreements or other Person documents required to be executed or delivered by CAS, the ESOT Purchaser, or Management Purchaser shall have been instituted or threatened which questions the validity or legality of the transactions executed and delivered by them as contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedhereby.

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct except for any failure of the same to be true and correct that would not reasonably be expected to have a Material Adverse Effect with respect to Buyer or the ability of Buyer to perform its obligations under this Agreement, as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers , and Seller shall not be entitled have received a certificate of an executive officer of Buyer, dated the Closing Date, to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingsuch effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The Buyer Parties Restructuring shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 been completed; provided that if the Restructuring is not completed on or before March 12, 2004, then completion of the Restructuring shall not be a condition to Seller's obligations to effect the Buyer Parties' Disclosure Lettertransactions contemplated by this Agreement. (d) Sellers shall have received a certificate from each For purposes of determining whether failure of the representations and warranties of Buyer Parties duly executed by to be true and correct (as described in the secretary or any assistant secretary first sentence of such Buyer Party, dated as of the Closing Date Section 8.2(a)) would be material and adverse under clauses (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (bii), or (iii) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could last sentence of the definition of "Material Adverse Effect," the parties agree that a Material Adverse Effect will be deemed to have occurred for purposes of Section 8.2(a) if it has caused, will cause, or may reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedcause any Loss in excess of $20 million.

Additional Conditions to Seller’s Obligations. The obligations of Sellers to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSellers, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained set forth in this Agreement shall be true and correct in all material respects (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date of this Agreement Execution Date and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure of the condition set forth Date (except that, in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the each case, representations and warranties that speak as of the Buyer Partiesa specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely to have, individually or in the aggregate, would be reasonably likely to have a Buyer Material Adverse Effect on Effect, and Sellers shall have received a certificate of an executive officer of Buyer, dated the Seller Companies after the ClosingClosing Date, to such effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c)effect. (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated.

Additional Conditions to Seller’s Obligations. The obligations obligation of Sellers Seller to consummate sell the transactions contemplated hereby shall be Assets is subject to the satisfaction satisfaction, at or prior to the Closing (and shall remain satisfied at and as Closing, of the Closing) conditions set out below. The benefit of the following conditions, any or all of which these conditions is for Seller only and may be waived in writing by ICO Seller at any time in its sole discretion, in whole or in part, to the extent permitted by applicable Law:. (a) Each of the The representations and warranties of the Buyer Parties contained made in this Agreement or any Transaction Document shall be true and correct in all material respects as of the date of this Agreement and as of Closing Date as though when made again on and as of the Closing Date; provided , as though made at that Sellers shall not be entitled to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingtime. (b) Each Buyer Party shall have performed or performed, satisfied and complied in all material respects with all covenants, agreements and covenants conditions required by this Agreement to be performed or complied with by it on or prior to the Closing DateAgreement. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth made the deliveries described in Schedule 4.03 to the Buyer Parties' Disclosure LetterSection 1.6. (d) Sellers Buyer shall have received a certificate from each of obtained the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the ClosingRequired Consents. (e) Sellers Buyer shall have received reached a certificate new arrangement (to the full satisfaction of Seller) with all banks which provided Buyer with financing, and which, for the Chief Executive Officer and Chief Financial Officer avoidance of doubt, does not include any personal guarantee of Seller (or general partner any of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(bits shareholders) and 8.02(a), (b) and (c)for Buyer’s financing. (f) No Action Buyer shall have entered into Shamir’s SPA and Rimon’s SPA, and such agreements have been executed and delivered by any Court, Governmental Authority or the other Person parties thereto. (g) A Shareholders’ Agreement between the Purchasers under the Share Purchase Agreement and Mivtach Shamir shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedduly executed.

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of the Buyer Parties and Valero contained in this Agreement that is qualified as to materiality shall be true and correct, and each of such representations and warranties that is not so qualified shall be true and correct except for any failure of the same to be true and correct that would not reasonably be expected to have a material adverse effect with respect to Buyer or Valero or the ability of Buyer or Valero to perform its obligations under this Agreement, as of the date of this Agreement and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers , and Seller shall not be entitled have received a certificate of an executive officer of Buyer and Valero, dated the Closing Date, to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingsuch effect. (b) Each Buyer Party and Valero shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers Seller shall have received a certificate of the Chief Executive Officer an executive officer of Buyer and Chief Financial Officer or general partner of each Buyer PartyValero, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c)effect. (fc) No Action by any Court, Governmental Authority or other Person Buyer shall have been instituted or threatened which questions make the validity or legality deliveries required of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummatedBuyer under Section 3.2.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of the Buyer Parties contained made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct as of the date of this Agreement in all respects when made and as of Closing Date as though made again on and as of the Closing Date; provided , as though made on and as of the Closing Date (except for representations and warranties that Sellers speak only as of a specific date or time, which need be so complete and correct only as of such date or time). The other representations and warranties of Buyer made in Article V shall, when read without any qualification as to “materiality” or “material adverse effect” or another similar qualifier shall not be entitled to invoke complete and correct in all respects when made and on and as of the Closing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which need be so complete and correct only as of such date or time) except where the failure to be so complete and correct, individually and in the aggregate, has not had and is not reasonably likely to have a material adverse effect on the ability of the condition set forth in this Section 8.02 (a) as a basis not Buyer to consummate the transactions contemplated hereby unless by this Agreement or to perform its Obligations under this Agreement, and Seller shall have received a certificate of an executive officer of Buyer, dated the breaches of the representations and warranties of the Buyer PartiesClosing Date, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closing.such effect; (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers Seller shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and effect; (c). (f) No Action by any Court, Governmental Authority or other All Third Person Consents and all Authorizations specified in Section 8.2(c) of the Disclosure Schedules shall have been instituted obtained; (d) Since the Execution Date, there must not have been any event or threatened series of events which questions the validity has had or legality of the transactions contemplated hereby and which could would reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if Effect; and (e) Buyer shall have provided to Seller reasonable confirmation (which shall include an unaudited balance sheet and bank statements of Buyer) that the transactions contemplated by this Agreement and Adjusted Net Worth of Buyer immediately prior to the Ancillary Agreements are consummatedClosing shall equal or exceed an amount equal to One Hundred Fifty Million Dollars ($150,000,000).

Additional Conditions to Seller’s Obligations. The obligations of Sellers Seller to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Applicable Law: (a) Each of the representations and warranties of the Buyer Parties contained in this Agreement shall be true and correct correct, as of the date of this Agreement and as of the Closing Date as though made again on and as of the Closing Date; provided that Sellers . Seller shall not be entitled have received a certificate of an executive officer of Buyer, dated the Closing Date, to invoke the failure of the condition set forth in this Section 8.02 (a) as a basis not to consummate the transactions contemplated hereby unless the breaches of the representations and warranties of the Buyer Parties, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Seller Companies after the Closingsuch effect. (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Buyer on or prior to the Closing. Seller shall have received a certificate of an executive officer of Buyer, dated the Closing Date, to such effect. (c) The Buyer Parties No action, suit, proceeding, arbitration or investigation shall have obtained each Authorization be pending or threatened in writing against any member of the Business Group that is based on or arises out of the transactions contemplated by this Agreement by: (i) any Governmental Authority, regardless of the validity of the claim; or (ii) any third Person who claims damages that are Material and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letterfor which claim there is a reasonable legal and factual basis. (d) Sellers Seller shall have received a certificate from each certified copies of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching all organizational documents of Buyer and certifying on behalf of such Buyer Party, as complete and correct, copies of (Aii) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors of Buyer authorizing it to enter into this Agreement. Notwithstanding the failure of any one or general partner more of the foregoing conditions, Seller may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such Buyer Party authorizing the execution, delivery conditions and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closingwithout written waiver. (e) Sellers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner of each Buyer Party, dated as of the Closing Date, certifying that such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated.

Additional Conditions to Seller’s Obligations. The obligations Obligations of Sellers Seller to consummate affect the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, any or all of which may be waived by ICO in its sole discretionSeller, in whole or in part, to the extent permitted by applicable Law: (a) Each of the The representations and warranties of the Buyer Parties contained made in this Agreement Section 5.1 (Organization and Qualification) and Section 5.2 (Authority; Enforceability) shall be true complete and correct as of the date of this Agreement in all respects when made and as of Closing Date as though made again on and as of the Closing Date; provided that Sellers shall not be entitled to invoke the failure , as though made on and as of the condition set forth in this Section 8.02 Closing Date (a) except for representations and warranties that speak only as of a basis not to consummate the transactions contemplated hereby unless the breaches specific date or time, which need be so complete and correct only as of the such date or time). The other representations and warranties of Buyer made in Article V shall, when read without any qualification as to “materiality” or “material adverse effect” or another similar qualifier shall be complete and correct in all respects when made and on and as of the Buyer PartiesClosing Date, as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, which need be so complete and correct only as of such date or time) except where the failure to be so complete and correct, individually or and in the aggregate, would be has not had and is not reasonably likely to have a Material Adverse Effect material adverse effect on the ability of Buyer to consummate the Contemplated Transactions or to perform its Obligations under this Agreement, and Seller Companies after shall have received a certificate of an executive officer of Buyer, dated the Closing.Closing Date, to such effect; (b) Each Buyer Party shall have performed or complied in all material respects with all agreements and covenants Obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Buyer Parties shall have obtained each Authorization and each Third Person Consent set forth in Schedule 4.03 to the Buyer Parties' Disclosure Letter. (d) Sellers shall have received a certificate from each of the Buyer Parties duly executed by the secretary or any assistant secretary of such Buyer Party, dated as of the Closing Date (i) attaching and certifying on behalf of such Buyer Party, as complete and correct, copies of (A) the Organizational Documents of such Buyer Party, as in effect as of the Closing, (B) the resolutions of the board of directors or general partner of such Buyer Party authorizing the execution, delivery and performance by such Buyer Party of this Agreement and the transactions contemplated hereby, and (C) any required approval by the partners or stockholders of such Buyer Party of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of such Buyer Party the incumbency of each officer of such Buyer Party executing this Agreement or any document delivered in connection with the Closing. (e) Sellers Seller shall have received a certificate of the Chief Executive Officer and Chief Financial Officer or general partner an executive officer of each Buyer PartyBuyer, dated as of the Closing Date, certifying that to such Buyer Party has satisfied the Closing Conditions set forth in Sections 8.01(b) and 8.02(a), (b) and (c). (f) No Action by any Court, Governmental Authority or other Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Sellers, taken as a whole, if the transactions contemplated by this Agreement and the Ancillary Agreements are consummated.effect;