Common use of Conditions to Obligation of the Purchasers Clause in Contracts

Conditions to Obligation of the Purchasers. The obligations of the Purchasers to effect the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or, to the extent permitted by Law, waiver of each of the following conditions: (a) The representations and warranties of each of the Sellers set forth in this Agreement are true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing, and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (b) The Sellers have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (c) Each of the Sellers has furnished the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of such Seller authorizing the execution, delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by such Seller at the Closing; (d) There is no action or proceeding pending or threatened (including any investigation) by any Governmental Authority to restrain, enjoin or invalidate the transactions contemplated hereby; (e) The Purchasers have received from the Sellers copies of all written consents of third Persons (other than Governmental Authorities) that are required to be obtained by the Sellers in order for the Sellers to consummate the transactions contemplated by this Agreement, other than any such consents the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on M-I or the Purchasers or to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement; and (f) Halliburton has delivered to the Purchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attached.

Conditions to Obligation of the Purchasers. The obligations of the several Purchasers to effect purchase the transactions contemplated hereby to occur at the Closing Notes are subject to the satisfaction oraccuracy, when made and on the Delivery Date, of the representations and warranties of the Sellers contained herein, to the extent permitted performance by Law, waiver the Sellers of their respective obligations hereunder to be performed at or prior to the Delivery Date and to each of the following additional conditions: (a) The Purchasers shall not have disclosed to the Company on or prior to the Delivery Date that the Offering Memorandum contains an untrue statement of a fact which, in the reasonable opinion of the Purchasers, is material or omits to state a fact which, in the reasonable opinion of the Purchasers, is material and is necessary in order to make the statements therein, in the light of the circumstances under which they were (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Rights Agreement, the Indenture, the Notes, the Offering Memorandum and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all respects to the Purchasers and their counsel, and the Company shall have furnished to the Purchasers all documents and information that they may reasonably request to enable them to pass upon such matters. (c) The Company shall have delivered to the Purchasers a certified copy of the resolutions of the Board of Directors (or any authorized committee thereof, together with the resolutions of the Board of Directors establishing such committee) of the Company and each of the Subsidiary Guarantors approving the creation and issue of the Notes and the Guarantees, respectively, on the terms and conditions of the Indenture and this Agreement and approving the terms hereof and authorizing the execution and delivery of this Agreement, the Registration Rights Agreement, the Indenture, the Notes and all other documents relevant to the issue of the Notes by the Company. (d) The Company shall have furnished to the Purchasers the opinion or opinions of Fenn▇▇▇▇▇ ▇▇▇▇▇, ▇.C., United States counsel to the Company, addressed to the Purchasers and dated the Delivery Date to the effect that: (i) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes the legal, valid and binding agreement of the Company and each Subsidiary Guarantor, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) This Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors. (iii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and constitutes the legal, valid and binding agreement of the Company and each Subsidiary Guarantor, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iv) The Notes have been duly authorized by all necessary corporate action on the part of the Company and have been duly executed by the proper officers of the Company, and, when duly authenticated by the Trustee and delivered as contemplated hereby and by the Indenture, will be valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture; except, in each case, to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (v) The Guarantees have been duly authorized by all necessary corporate action on the part of the Subsidiary Guarantors and have been duly executed by the proper officers of the Subsidiary Guarantors, and, when delivered as contemplated hereby and by the Indenture, will be valid and binding obligations of the Subsidiary Guarantors enforceable in accordance with their terms; except, in each case, to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (vi) The Notes, the Guarantees and the Indenture conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum, and the forms of certificates used to evidence the Notes comply with the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act. (vii) Subject to compliance by the Purchasers with Paragraph 11 hereof, no authorization, consent or approval of, or other order by, any administrative or governmental, authority or agency or, to the best of such counsel's knowledge, any court is required by or on behalf of the Company in connection with the purchase and sale of the Notes by the Purchasers, except as may have been obtained or may be required by the securities or Blue Sky laws of any state of the United States. (viii) The statements in the Offering Memorandum under the caption "Certain Federal Income Tax Consequences" are correct in all material respects. (ix) No registration of the Notes or the Guarantees under the Securities Act and no qualification of an indenture under the Trust Indenture Act is required in connection with the offer and sale of the Notes in the manner contemplated by the Offering Memorandum, this Agreement and the other arrangements made to restrict offers and sales of the Notes. (x) The Company is not and will not as a result of the offer and sale of the Notes be (i) an "investment company" or a company "controlled" by an investment company within the meaning of the United States Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the meaning of the United States Public Utility Holding Company Act of 1935, as amended, or (iii) subject to regulation under the United States Federal Power Act or any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. In addition, such counsel shall state that such counsel has participated in the preparation of the Offering Memorandum, including conferences with officers and other representatives of the Company and its subsidiaries, and representatives of the independent public accountants of the Company and its subsidiaries, at which conferences the contents of the Offering Memorandum and related matters were discussed and, although they are not passing upon the accuracy or completeness of the statements contained in the Offering Memorandum (except as specified in 8(d)(vi) and (viii) above), on the basis of the foregoing, nothing has come to the attention of such counsel which gives them reason to believe that the Offering Memorandum, as of its date and at the Delivery Date (except as to the information provided to the Company described in Section 7(g) and the financial statements, financial data and supporting schedules contained or incorporated therein, as to which such counsel need express no opinion), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of circumstances in which made, not misleading. The aforementioned opinion shall be limited to the Federal laws of the United States of America, the laws of the State of Arizona and the general corporate law of the (e) The Company shall have furnished to the Purchasers the opinion or opinions of Morg▇▇ ▇▇▇▇, ▇▇q., Vice President, General Counsel and Secretary to the Company, addressed to the Purchasers and dated the Delivery Date to the effect that: (i) The Company has been duty incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Offering Memorandum; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect. (ii) Each Subsidiary Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Offering Memorandum; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect. All the issued and outstanding capital stock of each Subsidiary Guarantor is owned, directly or indirectly, by the Company, and, to the knowledge of such counsel, free and clear of any Lien. (iii) The descriptions in the Offering Memorandum of statutes, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information which, to such counsel's knowledge, is required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Offering Memorandum that are not described as required, or of any contracts or documents of a character required to be described in the Offering Memorandum that are not described as required. (iv) To the best of such counsel's knowledge, neither the Company nor any Subsidiary Guarantor is in violation of its charter or bylaws, and to the best of such counsel's knowledge neither the Company nor any Subsidiary Guarantor is in default in the performance or observance of any obligation, agreement, (v) To the best of such counsel's knowledge, the issuance and delivery of the Notes and the Guarantees, the execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any Lien upon any material property or assets of the Company or any Subsidiary Guarantor pursuant to any material Contract. (vi) The issuance and delivery of the Notes and the Guarantees, the execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, will not result in any violation of the provisions of the charter or bylaws of the Company or any Subsidiary Guarantor or, to the best of such counsel's knowledge, any material applicable law, administrative regulation, administrative or court order or decree known to such counsel. In addition, such counsel shall state that such counsel has reviewed the sections of the Offering Memorandum under the captions "Business - Legal Matters" and "Business - Other Matters - Regulatory, Environmental and Other Matters Affecting Refining and Marketing," and, on the basis of such review, to the best of such counsel's knowledge, such sections of the Offering Memorandum, as of the date of the Offering Memorandum and at the Delivery Date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which made, not misleading. The aforementioned opinion shall be limited to the Federal law of the United States of America, the laws of the State of Arizona and the corporate law of the State of Delaware. Such counsel may rely on opinions of local counsel satisfactory to UBS with respect to matters at law of jurisdictions other than the State of Arizona. Such counsel may rely on certificates of good standing and foreign qualification from appropriate state officials with respect to opinions regarding good standing and foreign qualification. (f) The Company shall have furnished to the Purchasers on the Delivery Date a certificate, dated the Delivery Date, of the President or a Vice President and the principal financial or accounting officer of the Company stating that to the best of their knowledge based on reasonable investigation, the representations and warranties of each of the Sellers set forth in this Agreement Paragraph 1 are true and correct in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing, Delivery Date; and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (b) The Sellers have performed in complied with all material respects the agreements and satisfied all obligations required the conditions on their part to be performed by them under this Agreement or satisfied at or prior to the Closing Delivery Date. (g) The Company shall have furnished to the Purchasers on the Delivery Date an agreed upon procedures letter (the "procedures letter") of Deloitte & Touche LLP, addressed to the Purchasers and dated the Delivery Date, (i) confirming that they are independent public accountants within the meaning of, and are in compliance with the applicable requirements relating to the qualification of accountants under, Rule 101 of the Rules of Conduct of the American Institute of Certified Public Accountants and (ii) stating, as of the date of the procedures letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of the procedures letter), the findings of such firm with respect to the financial information included or incorporated by reference in the Offering Memorandum and such other matters as the Purchasers may reasonably request. (h) The Purchasers shall have received a certificate from each Seller signed on behalf the opinion of such Seller by Andr▇▇▇ & Kurt▇ ▇.▇.P., its U.S. counsel, with respect to the president or any vice president of such Seller to such effect;Securities, the Offering Memorandum and other related matters the Purchasers may reasonably request. (ci) Each The Notes shall have been accepted for (i) settlement through the facilities of DTC, and (ii) if applicable, settlement through the facilities of Cedel and Euroclear. (j) The Sellers shall have furnished to the Purchasers such further certificates and documents, including certificates of officers of the Sellers has furnished Subsidiary Guarantors, as the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of such Seller authorizing the execution, delivery and performance of this Agreement and each instrument required hereby to be shall have reasonably requested. (k) The Sellers shall have executed and delivered by such Seller at the Closing; (d) There is no action Registration Rights Agreement. All opinions, letters, evidences and certificates mentioned above or proceeding pending or threatened (including any investigation) by any Governmental Authority to restrain, enjoin or invalidate the transactions contemplated hereby; (e) The Purchasers have received from the Sellers copies of all written consents of third Persons (other than Governmental Authorities) that are required elsewhere in this Agreement shall be deemed to be obtained by in compliance with the Sellers provisions hereof only if they are in order for the Sellers form and substance reasonably satisfactory to consummate the transactions contemplated by this AgreementAndr▇▇▇ & ▇urt▇ ▇.▇.P., other than any such consents the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on M-I or the Purchasers or to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement; and (f) Halliburton has delivered U.S. counsel to the Purchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attachedPurchasers.

Conditions to Obligation of the Purchasers. The obligations obligation of the Purchasers each Purchaser to effect the transactions contemplated hereby to occur acquire Common Units at the Closing are is subject to the satisfaction orfulfillment to such Purchaser’s satisfaction, on or prior to the extent permitted by Lawdate of the Closing, waiver of each of the following conditions:, any of which may be waived by such Purchaser (as to itself only): (a) The representations and warranties of each of made by the Sellers set forth Company in this Agreement are Article III shall be true and correct in all material respects as of the date hereof when made and as of the Closing date of the Closing, as though made at on and as of such date. (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers shall have been duly obtained by the Company and shall be effective on and as of the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company. (c) The Company shall have obtained any and all consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals, or authorizations required in connection with the valid execution and delivery of this Agreement and the Purchasers have received a certificate from each Seller signed on behalf Transaction Agreements and the consummation of such Seller the transactions contemplated by this Agreement and the president or any vice president Transaction Agreements, and the same shall be effective as of such Seller to such effect;the date of the Closing. (bd) The Sellers Company shall have performed performed, satisfied and complied in all material respects with all obligations covenants, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by them under this Agreement it at or prior to the Closing DateClosing, including having delivered to the Purchasers all agreements and other documents required to be delivered by the Company to the Purchasers pursuant to Section 2.02. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the Purchasers have received a certificate from each Seller signed on behalf of such Seller sale by the president Preferred Holders, of the Preferred Units shall have been satisfied or any vice president waived (other than the disbursement by the Company of the purchase price for such Seller to such effect;Preferred Units). (cf) Each of No Material Adverse Effect shall have occurred since the Sellers has furnished the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of such Seller authorizing the execution, delivery and performance date of this Agreement and each instrument required hereby to be executed and delivered by such Seller at the Closing;Agreement. (dg) There is no action No Law, judgment, injunction or proceeding pending order shall be enacted, promulgated, entered or threatened (including any investigation) enforced by any Governmental Authority to restrain, enjoin or invalidate the transactions contemplated hereby; (e) The Purchasers have received from the Sellers copies that would prohibit consummation of all written consents of third Persons (other than Governmental Authorities) that are required to be obtained by the Sellers in order for the Sellers to consummate the transactions contemplated by this Agreement, other than any such consents the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on M-I or the Purchasers or to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement; and. (fh) Halliburton has delivered The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect to the Purchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attachedissuance of Common Units hereunder.

Conditions to Obligation of the Purchasers. The obligations obligation of the Purchasers to effect purchase and pay for the Equity Interests and consummate the Acquisition and other transactions contemplated hereby to occur at the Closing are is subject to the satisfaction or, to (or waiver by the extent permitted by Law, waiver of each Purchasers) of the following conditions: (ai) The representations and warranties of each of the Sellers set forth in this Agreement are Specified Representations shall be true and correct in all material respects as (except the representations and warranties set forth in Section 3.04, which shall be true and correct in all respects other than to the extent of the date hereof any de minimis inaccuracies) on and as of the Closing Date as though made at as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), and (ii) all other representations and warranties contained in Article III and Article IV (other than the Specified Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) on and as of the ClosingClosing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, and the Purchasers have received a certificate from each Seller signed on behalf in which case only as of such Seller by date), except, in the president or any vice president case of this clause (ii), where the failure of such Seller representations and warranties to such effect;be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation as to “materiality” or “Material Adverse Effect” qualifiers that may be set forth therein), individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Effect. (b) The covenants and agreements of the Sellers contained in this Agreement to be complied with or performed by the Sellers at or before the Closing shall have been complied with or performed in all material respects all obligations required to be performed respects. (c) The Purchasers shall have received a certificate of the Sellers, signed by them under this Agreement at or prior to a duly authorized officer of each such Seller and dated as of the Closing Date, certifying the matters set forth in clauses (a) and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (cb) Each of the Sellers has furnished the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of such Seller authorizing the execution, delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by such Seller at the Closing; Section 8.02 (d) There is no action or proceeding pending or threatened (including any investigation) by any Governmental Authority to restrain, enjoin or invalidate the transactions contemplated hereby; (e) The Purchasers have received from the Sellers copies of all written consents of third Persons (other than Governmental Authorities) that are required to be obtained by the Sellers in order for the Sellers to consummate the transactions contemplated by this Agreement, other than any such consents the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on M-I or the Purchasers or to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement; and (f) Halliburton has delivered to the Purchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attached.

Conditions to Obligation of the Purchasers. The obligations obligation of the Purchasers each Purchaser to effect consummate the transactions contemplated hereby to occur at the Closing are shall be subject to the satisfaction or, on or prior to the Closing of the following conditions (any of which may only be waived in writing by the Purchasers to the extent permitted by Law, waiver of each of the following conditions:applicable law): (a) The the Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by the Seller hereunder on or prior to the Closing (including, without limitation, those specified in Section 1.5); (b) the representations and warranties of each of the Sellers set forth Seller contained in this Agreement are shall be true and correct in all material respects as of at the date hereof of this Agreement and as of the date of the Closing as though if made at and as of the Closing, and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (b) The Sellers have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and the Purchasers have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effectdate; (c) Each there shall be no order, decree, or ruling by any Governmental Authority, nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be pending, or which seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby, or which otherwise questions the validity or legality of the Sellers has furnished the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of any such Seller authorizing the execution, delivery and performance of this Agreement and each instrument required hereby to be executed and delivered by such Seller at the Closingtransactions; (d) There is there shall be no action statute, rules, regulation, or proceeding pending order enacted, entered, or threatened (including any investigation) by any Governmental Authority enforced or deemed applicable to restrain, enjoin or invalidate the transactions contemplated hereby; (e) The Purchasers have received from the Sellers copies of all written consents of third Persons (other than Governmental Authorities) that are required to be obtained by the Sellers in order for the Sellers to consummate hereby which would prohibit or render illegal the transactions contemplated by this Agreement, other than any such consents ; (e) the nonreceipt of which could not reasonably be expected to Company shall have a Material Adverse Effect on M-I or accepted the Purchasers or to have a material adverse effect on the ability legal opinion from Seller’s counsel that is referenced in Section 2.8(a)(y)(ii)(A) of the Sellers to consummate I▇▇ or waived the transactions contemplated by this Agreementrequirement that an opinion be delivered; and (f) Halliburton has the Company shall have executed and delivered to each Purchaser that is not already a party to each of the Purchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attachedExisting Company Investor Documents a signature page to each such agreement.