Common use of Conditions Precedent to Obligation of Each Party to Close Clause in Contracts

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, subject to waiver or satisfaction of the conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied or have been waived in writing by both Parties: 15.3.1 if applicable, consummation of the transactions contemplated by this Agreement is not prevented by (and the required waiting period, if any, has expired under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justice; 15.3.2 no injunction, order or award restraining, enjoining or otherwise prohibiting consummation of, or granting material damages associated with, the transactions contemplated by this Agreement or sale of any one or more of the Properties has been issued by any Governmental Authority of competent jurisdiction and remains in effect, and no suits, actions or other proceedings are pending before any such Governmental Authority in which a Third Party seeks to restrain, enjoin or otherwise prohibit consummation of, or obtain material damages associated with, the transactions contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing Date, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing for the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed Excluded Properties, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same; and 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of title) have been obtained; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtained, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing for the affected Properties, if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same.

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, obligations of each Party to proceed with the Closing are subject to waiver or the satisfaction of the conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied precedent, all or have been any of which may be waived by the other Party in writing by both Partiesits sole discretion: 15.3.1 if applicable, (a) consummation of the transactions contemplated by under the terms of this Agreement is not prevented from occurring by (and the required waiting period, if any, has expired under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justice; 15.3.2 (b) receipt of all material Governmental Approvals (except for Customary Post-Closing Consents) required in connection with the consummation of the transactions contemplated hereby; (c) receipt of all material consents and approvals of any Person other than a Governmental Authority required in connection with the transactions contemplated hereby (except for Customary Post-Closing Consents and consents as to Contracts subject to Section 3.3 with respect to which the Parties execute back-to-back arrangements in accordance with Section 3.3(b)); provided, however, that if on the Closing Date any such material consents and approvals have not been obtained, Closing with respect to the unaffected Properties shall proceed in accordance with and subject to Section 3.3; (d) no injunction, order (including any temporary restraining order), non-appealable final order, award, decree or award judgment of any Governmental Authority having appropriate jurisdiction restraining, enjoining or otherwise prohibiting the consummation of, of or granting material awarding substantial damages associated with, with the transactions contemplated by this Agreement hereby or the sale of any one or more of the Properties has been issued by any Governmental Authority of competent jurisdiction and remains in effect, and no suits, actions or other proceedings are pending before any such Governmental Authority in which a Third Party seeks to restrain, enjoin or otherwise prohibit consummation of, or obtain material damages associated with, the transactions contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing DateDate and the Good Faith Allocation attributable to such affected Properties is less than sixty percent (60%) of the unadjusted Purchase Price, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing one or more subsequent closings for the affected Properties if and when the above-referenced condition to Closing is removed. If removed (except that if the above-referenced condition to Closing injunction or other such restriction is not removed as to the affected Properties within one hundred twenty eighty (120180) Days after the original Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed to be Excluded Properties, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same; and); 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of titlee) any Applicable Preferential Rights (i) have been obtainedexercised and the affected Properties excluded from this Agreement in accordance with Section 3.2(a), or (ii) have been waived or the time to elect under such Applicable Preferential Rights has elapsed; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtainedoutstanding Applicable Preferential Rights, Closing with respect to the unaffected Properties shall proceedproceed in accordance with, and the Parties shall conduct a second closing for the affected Propertiessubject to, if Section 3.2; and when the above-referenced condition HOUSTON 1151220v.11 (f) neither Party has exercised its right to Closing is removed. If the above-referenced condition terminate this Agreement pursuant to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the sameSection 17.1.

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, subject to waiver or satisfaction of the conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied or have been waived in writing by both Parties: 15.3.1 if applicable, consummation of the transactions contemplated by this Agreement is not prevented by (and the required waiting period, if any, has expired under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justiceany Antitrust Laws; 15.3.2 no injunction, order or award restraining, enjoining or otherwise prohibiting consummation of, or granting material damages associated with, the transactions contemplated by this Agreement or sale of any one or more of the Properties has been issued by any Governmental Authority of competent jurisdiction and remains in effect, and no suits, actions or other proceedings are pending before any such Governmental Authority in which a Third Party seeks to restrain, enjoin or otherwise prohibit consummation of, or obtain material damages associated with, the transactions contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing Date, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing for the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed Excluded Properties, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute)Properties, and the Parties shall have no further obligations to each other with respect to the same; and 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of title) have been obtained; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtained, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing for the affected Properties, if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same., 15.3.4 Seller shall have received the approval of EGPC and any applicable Governmental Authority of the A.R.E. to the assignment by Seller to Buyer of the relevant interest in and under the Concession Agreements, such approval to be evidenced by the execution of the Deed of Assignment by EGPC and the applicable Governmental Authority; 15.3.5 Seller shall have received the approval of the applicable Governmental Authority of the A.R.E. to assign that certain Terminalling Agreement dated January 12, 1989 by and between EGPC, Xxxxxxxx Petroleum Company and Amoco Egypt Oil Company (as amended), and the notice period required for assignment thereunder shall have been waived or shall have expired; 15.3.6 Seller shall have procured that all Third Parties that are parties to the Material Contracts (other than the Merged Concession Agreement and the East Badr El Din Concession Agreement) shall have executed novation agreements in a similar form to that set forth in Exhibit “L”; 15.3.7 EGPC’s PPR under the East Badr El Din Concession Agreement shall have been waived, expired, or exercised; and

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, subject to satisfaction or waiver or satisfaction of the their respective conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied or such conditions have been waived in writing by both Parties: 15.3.1 if applicable, consummation of the transactions transaction contemplated by this Agreement is not prevented by (and the required waiting period, if any, has expired or been terminated under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justice; 15.3.2 no Anadarko’s rights under the Anadarko Pref Right have been waived or shall have expired by the terms contemplated therein; and 15.3.3 No injunction, order or award restraining, enjoining or otherwise prohibiting consummation of, of or granting material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties has been issued by any Governmental Authority court, governmental entity or arbitrator of competent jurisdiction and remains in effectjurisdiction, and no suits, actions or other proceedings are pending before any such Governmental Authority court, governmental entity or arbitrator in which a Third Party seeks to restrain, enjoin or otherwise prohibit consummation of, of or obtain material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties; nor to the Parties’ knowledge are there any pending investigations by a governmental entity that would be likely to result in any suit, action or other proceedings to restrain, enjoin or otherwise prohibit consummation of the transaction contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing Date, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing one or more subsequent closings for the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed Excluded Properties, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same; and 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of title) have been obtained; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtained, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing for the affected Properties, if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute)Buyer’s Allocations, and the Parties shall have no further obligations to each other with respect to the same.

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, subject to satisfaction or waiver or satisfaction of the their respective conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied or have been waived in writing by both Parties: 15.3.1 if applicable, consummation of the transactions transaction contemplated by this Agreement is not prevented by (and the required waiting period, if any, has expired or been terminated under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justice; 15.3.2 no No injunction, order or award restraining, enjoining or otherwise prohibiting consummation of, of or granting material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties has been issued by any Governmental Authority court, governmental entity or arbitrator of competent jurisdiction and remains in effectjurisdiction, and no suits, actions or other proceedings are pending before any such Governmental Authority court, governmental entity or arbitrator in which a Third Party third party seeks to restrain, enjoin or otherwise prohibit consummation of, of or obtain material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties; nor to the Parties' knowledge are there any pending investigations by a governmental entity that would be likely to result in any suit, action or other proceedings to restrain, enjoin or otherwise prohibit consummation of the transaction contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing Date, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing for the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed Excluded PropertiesAgreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute)Buyer's Allocations, and the Parties shall have no further obligations to each other with respect to the same; and; 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of title) have been obtained; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtained, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing for the affected Properties, Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) Agreement shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute)Buyer's Allocations, and the Parties shall have no further obligations to each other with respect to the same; and (a) preferential purchase rights applicable to the Properties either have been exercised and affected Properties excluded from the Closing in accordance with Article 3.1, or have been waived; or (b) the time to elect under such preferential purchase rights has elapsed. If on the Closing Date preferential purchase rights applicable to some (but not all) Properties have not been waived, or the time to elect has not elapsed, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing with respect to the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to the Closing Date is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have no further obligations to each other with respect to the same.

Conditions Precedent to Obligation of Each Party to Close. The Parties shall, subject to satisfaction or waiver or satisfaction of the conditions to Closing set forth in Articles 15.1 and 15.2, consummate the sale and purchase of the Properties on the Closing Date, provided the following conditions precedent have been satisfied or have been waived in writing by both Parties: 15.3.1 if applicable, consummation of the transactions transaction contemplated by this Agreement is not prevented by (and the required waiting period, if any, has expired under) the HSR Act and the rules and regulations of the Federal Trade Commission and the Department of Justice; 15.3.2 no injunction, order or award restraining, enjoining or otherwise prohibiting consummation of, of or granting material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties has been issued by any Governmental Authority court, governmental entity or arbitrator of competent jurisdiction and remains in effectjurisdiction, and no suits, actions or other proceedings are pending before any such Governmental Authority court, governmental entity or arbitrator in which a Third Party third party seeks to restrain, enjoin or otherwise prohibit consummation of, of or obtain material damages associated with, with the transactions contemplated by this Agreement or sale of any one or more of the Properties; nor to the Parties’ knowledge are there any pending investigations by a governmental entity that would be likely to result in any a suit, action or other proceedings to restrain, enjoin or otherwise prohibit consummation of the transaction contemplated by this Agreement or sale of any one or more of the Properties; provided that if such an injunction, order, award, suit, action or other proceeding applicable to some (but not all) of the Properties is pending on the Closing Date, Closing with respect to the unaffected Properties shall proceed and the Parties shall conduct a second closing for the affected Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred twenty (120) Days after the Closing Date, the affected Properties, automatically and without need for amendment of this Agreement, shall be removed from this Agreement and shall be deemed Excluded PropertiesAgreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same; and 15.3.3 all material consents and approvals (except for consents and approvals of tribal or governmental entities or authorities customarily obtained subsequent to transfer of title) have been obtained; provided, however, if on the Closing Date material consents applicable to some (but not all) of the Properties have not been obtained, Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct a second closing for the affected Properties, Properties if and when the above-referenced condition to Closing is removed. If the above-referenced condition to Closing is not removed as to the affected Properties within one hundred eighty (180) Days after the Closing Date, the affected Properties (automatically and without need for amendment of this Agreement) Agreement shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Exhibit “A” (or, in the case of an affected Property that is not allocated a value on Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matters shall be an Arbitrable Dispute), and the Parties shall have no further obligations to each other with respect to the same.