Common use of Other Conditions to the Obligations of Buyer Clause in Contracts

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if to the extent permitted by applicable Law, waiver by Buyer of the following further conditions: (ia) All all Governmental Approvals shall have been obtained or made and shall be in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the representations and warranties of Seller and the Company contained set forth in Article ARTICLE 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and (ii) to the extent the failure of such representations and warranties (other than those set forth in the second and third sentences of Section 3.2(a), which shall be true and correct in all material respects and other than those set forth in clause (a) of Section 3.7 and in Section 3.19, which shall be true and correct in all respects) to be true and correct as of such dates would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, that for the purposes of the foregoing clause, the qualifications as to “materiality,” “material,” “in all material respects” and “Company Material Adverse Effect” contained in such representations and warranties (iiother than those set forth in clause (a) of Section 3.7 and in Section 3.19) shall not be given effect; (c) the representations and warranties of Seller and the Company Sellers set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) ARTICLE 4 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except (i) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date and (ii) to the extent the failure of such representations and warranties (other than those set forth in the first sentence of Section 4.2, which shall be true and correct in all material respects) to be true and correct as of such dates would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement, including, but not limited to, Buyer’s acquisition of the USco Shares and/or BV Buyer’s acquisition of the Shares at the Closing; provided, that for the purposes of the foregoing clause, the qualifications as to “materiality,” “material,” “in all material respects” and “Company Material Adverse Effect” contained in such representations and warranties shall not be given effect; (bd) Seller and the Company and Sellers shall have each performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Selleror Sellers, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil the Company, Sellers and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto BVI Seller, as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to excludeapplicable, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) certificates representing the USco Shares, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment endorsed in blank in proper form; (ii) a certificate of an authorized executive officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c7.2(d) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate of authorized executive officers of Sellers, dated as of the Closing Date, to the effect that meets the conditions specified in Section 7.2(c) and Section 7.2(d) have been satisfied by Sellers; (f) notice from USco satisfying the requirements of Treasury Regulation Section Sections 1.897-2(h)(2) and 1.1445-2(b)(22(c)(3)(i) stating and certifying that Seller the stock of USco is not a foreign person U.S. real property interest; (g) the Ancillary Agreements shall have been executed by Seller or the Company, as defined the case may be; (h) Sellers shall have complied with the obligations set forth in said Section 1445 6.8(f) to submit the matters specified; (i) the Company shall have received and applicable regulations thereunderprovided Buyer with copies of the Release Documentation in a form reasonably satisfactory to Buyer; and (ij) prior to or at the Closing, Seller Buyer shall have delivered received the items contemplated by Section 2.3(a)proceeds of the Acceptable Financing.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions as of the Closing: (a) (i) All The representations and warranties of Seller set forth in Section 3.8(a)(ii) shall be true and correct in all respects, (ii) each Seller Fundamental Representation shall be true and correct in all material respects (without regard for any qualification as to materiality or Business Material Adverse Effect) as of the Company date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such specified date), and (iii) each other representation and warranty of Seller contained in Article 3 and Article 4 of this Agreement (other than the representations those set forth in clauses (i) and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, Date (except to the extent the failure of that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such dates date (without regard to any qualification as to materiality or Business Material Adverse Effect included therein) has not had and would not reasonably be expected to have a Company Business Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;. (b) Seller and the Company shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, it under this Agreement on or prior to the Closing Date;. (c) from Since the date of this Agreementhereof, there shall not have occurred any Company no Business Material Adverse Effect;Effect shall have occurred. (d) Seller and the Company Buyer shall have transferred received a certificate, dated the Closing Date and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into signed by a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an duly authorized officer of the Company and Seller, dated as stating on behalf of Seller that each of the Closing Date, to the effect that the conditions specified set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”);satisfied. (iie) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered to Buyer a counterpart of each other Ancillary Agreement (except as set forth in Section 5.17 and other than any Ancillary Agreement entered into prior to the items Closing Date) to which Seller or any of its Affiliates is a party, in each case duly executed on behalf of Seller or such Affiliate, and each Ancillary Agreement entered into prior to the Closing Date shall be in full force and effect in accordance with its terms, unless it has terminated or expired in accordance with its terms. (f) Any applicable waiting period (and extension thereof) or Consent required under any of the Laws set forth in Section 7.1(a)(i) of the Seller Disclosure Letter in connection with the transactions contemplated by Section 2.3(a)this Agreement or the Ancillary Agreements shall have expired or been terminated or obtained, as applicable, without the imposition of any Burdensome Condition.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (ia) All the representations and warranties of Seller set forth in (i) Section 3.2 and Section 3.5, shall be true and correct in all respects, except for de minimis inaccuracies, as of the Company contained date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in Article 3 and Article 4 (other than the representations and warranties listed in clause which case as of such date), (ii) of this Section 7.2(a)3.16(iii) and Section 3.23, shall be true and correct in all respects as though made on of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), and (iii) ARTICLE 3, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as of such dates would to “materiality” or “Company Material Adverse Effect” set forth therein), does not have constitute, individually or in the aggregate, a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, Seller under this Agreement on or prior to the Closing Date;; and (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) Buyer a certificate of an authorized officer of the Company and Sellercertificate, dated as of the Closing DateDate and signed by an executive officer of Seller, certifying to the effect that the conditions specified set forth in Section 7.2(a), Section 7.2(bparagraphs (a) and (b) of this Section 7.2(c) 6.2 have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)satisfied.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 8.1, (i) the rights of the UK Share Sellers to exercise the UK Put Options and (ii) the obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement are to occur at the Closing shall, in each case, be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions as of the Closing: (ia) All Each of the representations and warranties of Seller set forth in (i) Section 3.2(b) (Capitalization) shall be true and correct in all but de minimis respects as of the Company contained in Article 3 Closing Date with the same force and Article 4 (other than effect as if made on and as of the Closing Date, except that any such representations and warranties listed in clause that are specifically made as of a particular date shall be true and correct as of such date, (ii) Section 3.1 (Organization and Authority of this Seller) and Section 7.2(a)3.15 (Brokers) shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such date, (iii) Section 3.6(a) (No Material Adverse Effect) shall be true and correct in all respects as though of the date of this Agreement and (iv) Article 3 of this Agreement (other than those set forth in clause (i) through (iii) of this Section 8.2(a)) shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect included therein) as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except to the extent the failure of that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date, except where the failure to be true and correct as of such dates would date, individually or in the aggregate, has not have had a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;. (b) The Seller and the Company Parties shall have performed and complied in all material respects with all of the covenants and obligations required to be performed or complied with by the Company and Seller, respectively, Seller Parties under this Agreement on at or prior to the Closing Date;Closing. (c) from Xxxxx shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, stating on behalf of Seller that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Company a Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail;. (e) prior to Closing Date, Seller and the Company The Internal Reorganization shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail;been completed. (f) prior to or at The conditions set forth on Section 8.2(f) of the Closing, Southside Oil and MACS Retail Seller Disclosure Schedule shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)satisfied.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (iia) the representations and warranties warranties: (i) of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) and Section 3.7(a) (Absence of Changes) and of Seller set forth in Section 4.1 (Authority), Section 3.11(o) 4.3 (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (AuthorityTitle to Shares; Ownership of Seller) and Section 4.4 (Title to Capitalization of the Membership InterestsGroup Companies) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date;, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date; and (bii) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company set forth in Article 3 hereof (other than the representations and warranties set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) and Section 3.7(a) (Absence of Changes)) and of Seller set forth in Article 4 hereof (other than the representations and warranties set forth in Section 4.1 (Authority), Section 4.3 (Title to Shares; Ownership of Seller, dated ) and Section 4.4 (Capitalization of the Group Companies)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except to the effect that extent (A) such representations and warranties are made on and as of a specified date, in which case the conditions same shall continue on the Closing Date to be true and correct as of the specified date, (B) the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect, and (C) the failure of the representations and warranties contained in Section 7.2(a), Section 7.2(b3.8(a)(xvi) and Section 7.2(c3.8(a)(xvii) (Material Contracts) to be true and correct as of such dates would not have been satisfied by a Company Material Adverse Effect (assuming for purposes of this clause (C) that references in the definition of Company and Seller (Material Adverse Effect to “the Group Companies” or “Company Certificate”); (ii) a certified copy of the resolutions of the Group Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a).” are instead references

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in ‎Section 6.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) The Sellers Fundamental Representations shall be true and correct in all material respects as though of the Closing Date with the same force and effect as if made on and as of the Closing Date, Date (except to the extent the failure of that any such representations and warranties to that are specifically made as of a particular date shall be true and correct in all material respects as of such dates would not have a Company Material Adverse Effect; date) and (ii) the representations and warranties of Seller and the Company Sellers contained in Article 3 of this Agreement (other than those set forth in clause (i) of this Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests6.2(a) shall be true and correct in all respects as though of the Closing Date with the same force and effect as if made on and as of the Closing Date;Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; provided that for purposes of this closing condition in determining the accuracy of the representations and warranties in Section 3.5, the last sentence of Section 3.10(b), the last sentence of Section 3.12, and Section 3.15(f), clause (viii) of the first proviso included in the definition of “Company Material Adverse Effect” shall be disregarded. (b) Seller and the Company Sellers shall have performed and complied in all material respects with all the material agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this AgreementOriginal Agreement Date, there shall has not have occurred been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) Seller Effect and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated continuing as of the Closing Date. (d) Buyer shall have received a certificate, to dated the effect Closing Date and signed by a duly authorized officer of Sellers, stating on behalf of Sellers that each of the conditions specified set forth in Section 7.2(a), Section 7.2(b6.2(a) and Section 7.2(c6.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)satisfied.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (iia) the representations and warranties warranties: (i) of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) and Section 3.7(a) (Absence of Changes) and of Seller set forth in Section 4.1 (Authority), Section 3.11(o) 4.3 (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (AuthorityTitle to Shares; Ownership of Seller) and Section 4.4 (Title to Capitalization of the Membership InterestsGroup Companies) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date;, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date; and (ii) of the Company set forth in Article 3 hereof (other than the representations and warranties set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority) and Section 3.7(a) (Absence of Changes)) and of Seller set forth in Article 4 hereof (other than the representations and warranties set forth in Section 4.1 (Authority), Section 4.3 (Title to Shares; Ownership of Seller) and Section 4.4 (Capitalization of the Group Companies)) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except to the extent (A) such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date, (B) the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect, and (C) the failure of the representations and warranties contained in Section 3.8(a)(xvi) and Section 3.8(a)(xvii) (Material Contracts) to be true and correct as of such dates would not have a Company Material Adverse Effect (assuming for purposes of this clause (C) that references in the definition of Company Material Adverse Effect to “the Group Companies” or “Group Company” are instead references to “Buyer and its Affiliates (including the Group Companies upon and giving effect to the Closing)” or “Buyer or any of its Affiliates (including the Group Companies upon and giving effect to the Closing),” respectively); provided that for the purposes of this clause (ii) only, the qualifications as to “materiality” and “Company Material Adverse Effect” (and similar qualifications) contained in such representations and warranties shall not be given effect (other than in clause (y) of each of Section 3.5(b), Section 3.5(c) and Section 3.5(d)) (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from no action, suit or proceeding by any Governmental Entity shall be pending or threatened before any court of quasi-judicial or administrative agency of any U.S. federal, U.S. state or U.S. local jurisdiction of competent jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of any of the transactions contemplated by this Agreement in any material respect; (d) since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail;; and (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c7.2(b) have been satisfied by the Company and Seller (the “Company Certificate”)Company; (ii) from Seller, (A) a certified copy properly completed and duly executed Internal Revenue Service Form W-9 and (B) a duly executed non-foreign affidavit dated as of the resolutions Closing Date and in form and substance required under Section 1445 of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement Code and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) Regulations promulgated thereunder and in form reasonably acceptable to Buyer stating that Seller is not a “foreign person person” as defined in said Section 1445 and applicable regulations thereunderof the Code; (iii) Additional Financial Statements that are compliant with Regulation S-X under the Securities Act of 1933; and (iiv) prior consolidated financial statements of the Group Companies, reviewed in accordance with Statement on Auditing Standards (SAS) 100, for the nine (9)-month periods ended September 30, 2013 and September 30, 2014 that are compliant with Regulation S-X under the Securities Act of 1933 (for purposes of clarity, giving effect to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(aArticle 10 thereof).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (a) (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 3.1(a) (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) 3.16 (Tax MattersBrokers), Section 4.1 (Organization and QualificationAuthority), Section 4.2 (Authority) and Section 4.4 4.3 (Title to the Membership InterestsShares; Ownership of Seller) and Section 4.5 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing in all respects as if made at and as of such time (in each case, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period); and (ii) all other representations and warranties of the Company set forth in ARTICLE III hereof and Seller set forth in ARTICLE IV hereof (A) shall be true and correct in all material respects (provided that any of such representations and warranties that are qualified as though made on to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) as of the date of this Agreement (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period) except, in the case of this clause (A), where such failure of such representations and warranties to be so true and correct (y) was not within the Company’s Knowledge as of the date of this Agreement, and (z) has not had and could not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (B) shall be true and correct as of the Closing Datein all respects (without giving effect to any qualifications as to “materiality” and “Company Material Adverse Effect” set forth in such representations and warranties) as if made at and as of such time (in each case, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period), except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct has not had and could not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), ) and Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy written resignations of (A) each of the resolutions directors of the Company’s Company and Seller’s board of managers (or other governing bodyB) authorizing the execution and delivery those officers of the Agreement and Company designated in writing by Xxxxx at least ten (10) Business Days prior to the consummation of the transactions contemplated herebyClosing Date; (iii) a certificate that meets duly executed non-foreign affidavit from Seller dated as of the requirements Closing Date and in form and substance required under Section 1445 of Treasury Regulation Section 1.1445-2(b)(2) the Code stating that Seller is not a “foreign person person” as defined in said Section 1445 and applicable regulations thereunderof the Code; and (iiv) prior to or at a duly executed TowerBrook Restrictive Agreement substantially in the Closing, Seller form of Exhibit C attached hereto; and (d) the Escrow Agreement shall have delivered been executed by Seller and the items contemplated by Section 2.3(a)Escrow Agent.

Other Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further additional conditions: (ia) All the representations and warranties of Seller set forth in Article III and Article IV (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Company Material Adverse Effect” contained therein, other than such limitations and qualifiers set forth in Section 3.3(b) and Section 3.5 and the Company contained use of the word “material” in Article 3 and Article 4 (the defined term “Material Contracts” in Section 3.4(a)), other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) Fundamental Representations, shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (unless made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date), except to the extent where the failure of any such representations and warranties to be true and correct as of such dates in the aggregate would not have a Company Material Adverse Effect; and ; (iib) the representations and warranties Fundamental Representations of Seller and the Company set forth in Section 3.1 (Organization Article III and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) Article IV shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing DateDate (unless made as of a specified date, in which case such representations and warranties shall be so true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would have only a de minimis adverse effect on the Buyer, the Company or the MUI Subsidiaries, taken as a whole; (bc) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, it under this Agreement on or prior to the Closing Date; (cd) from since the date of this Agreement, there shall not have occurred any Company facts, events, changes, developments or effects that, individually or in the aggregate, has had a Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(c7.2(d) have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy certificate from Seller (or, if Seller is a disregarded entity for U.S. federal income tax purposes, a certificate from such Seller’s regarded owner for such purposes) certifying, in accordance with section 1.1445-2(b)(2) of the resolutions Treasury Regulations promulgated under the Code, that it is not a “foreign person” for purposes of Section 897 of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyCode; (iii) a certificate that meets resignation letters from all directors and officers of the requirements Company and the MUI Subsidiaries who are employees, officers or directors of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person or its Affiliates as defined in said Section 1445 and applicable regulations thereunderrequested by Xxxxx; and (if) prior to or at the Closing, Seller Buyer shall have delivered received the items contemplated by Section 2.3(a2.4(a).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction or, if permitted by applicable Lawlaw, waiver in writing by Buyer of the following further conditions: (a) (i) All the representations and warranties of Seller and (A) the Company contained set forth in Article 3 and Article 4 ARTICLE III (other than the representations Fundamental Representations, except Section 3.16 (Brokerage)), (B) the Company Sellers set forth in ARTICLE V (other than the Fundamental Representations, except Section 5.4 (Brokerage)) and warranties listed (C) the Blocker Sellers set forth in clause ARTICLE VI (ii) of this other than the Fundamental Representations, except Section 7.2(a6.4 (Brokerage)) shall be true and correct in all respects at and as of the Closing Date as though made on and as of the Closing Date, except (x) to the extent such representations and warranties are made as of a specified date, in which case the same shall have been true and correct as of the specified date and (y) to the extent that the facts, events and circumstances that cause the representations and warranties set forth in ARTICLE III, ARTICLE V or ARTICLE VI to not be true and correct as of such dates have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that for the purposes of the foregoing clause (i), qualifications as to materiality and Company Material Adverse Effect contained in such representations and warranties shall not be given effect other than those set forth in Section 3.4(c)) and (ii) the Fundamental Representations shall, in each case, be true and correct in all respects (other than de minimis exceptions with respect to the representations set forth in Section 3.2) at and as of the Closing Date as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be are made as of a specified date, in which case the same shall have been true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) other than de minimis exceptions with respect to the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o3.2) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Datespecified date; (b) Seller the Company and the Company Sellers shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, the Sellers under this Agreement on or prior to the Closing Date; (c) from since the date of this Agreement, there shall not have occurred any no Company Material Adverse EffectEffect shall have occurred; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money delivered (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required caused to be accounted for as debt)delivered) to Buyer the following Closing documents: (i) duly executed assignments (in customary form and substance reasonably acceptable to Buyer, but not containing any representations, warranties or covenants) of all of the uncertificated Company Purchased Units; (hii) a certificate, in form and substance reasonably acceptable to Buyer, of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Sections 8.2(a)(i)(A), 8.2(a)(ii)(A), 8.2(b) and 8.2(c) are satisfied, as applicable to the Company; (iii) a certificate, in form and substance reasonably acceptable to Buyer, of the Seller Representative (on behalf of the Company Sellers), dated as of the Closing Date, to the effect that the conditions specified in Sections 8.2(a)(i)(B), 8.2(a)(ii), and 8.2(b) are satisfied, as applicable to the Company Sellers; (iv) a copy of the resolutions of the Company’s board of managers authorizing the execution and delivery of the Agreement and the consummation of the Transaction; (v) written resignations, or other evidence of removal, in form and substance reasonably acceptable to Buyer, of (A) each of the managers of the Company and (B) those officers of the Group Companies designated by Buyer at least ten (10) Business Days prior to the Closing Date; (vi) all authorizations, consents or approvals set forth on Schedule 8.2(d)(vi); and (vii) an IRS Form W-9 from each Seller; provided, however, that a failure by any Seller to so provide an IRS Form W-9, shall not be treated as a failure of a condition to Buyer’s obligation to close and instead Buyer’s sole recourse shall be to withhold as required by applicable law in connection with such failure; (e) prior to or at the Closing, Seller the Blocker Sellers shall have delivered (or caused to be delivered) to Buyer the following closing documents Closing documents: (i) duly executed assignments (in customary form and not containing any representations, warranties or covenants) of all of the uncertificated Blocker Purchased Units; (ii) a certificate, in form and substance reasonably acceptable to Buyer: (i) a certificate , of an authorized officer of the Company and each Blocker Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(aSections 8.2(a)(i)(C), Section 7.2(b8.2(a)(ii), 8.2(b) and Section 7.2(c8.2(j) are satisfied, as applicable to each Blocker Seller; and (iii) written resignations, or other evidence of removal, in form and substance reasonably acceptable to Buyer, of each of the managers and officers of the Blocker Entities; (f) the Escrow Agreement shall have been satisfied executed by the Company Seller Representative (on behalf of the Sellers) and Seller (the “Company Certificate”)Escrow Agent; (g) the Closing Date Tower Cash Flow shall comprise at least ninety percent (90%) of the Base Tower Cash Flow; (h) the Disbursement Agreement shall have been executed by the Seller Representative (on behalf of the Sellers) and the Disbursement Agent; (i) the Company shall have received and provided Buyer (i) with respect to each holder of Closing Date Funded Indebtedness to be paid off at Closing as set forth in Section 2.3(c) (for the avoidance of doubt, the Securitization Indebtedness will not be paid off at Closing), copies of customary pay-off letters (“Payoff Letters”) from each such holder of such Closing Date Funded Indebtedness which letter (A) specifies the aggregate amount required to be paid in full to fully satisfy such Funded Indebtedness and (B) provides for the full and unconditional release of (x) any and all guarantees in respect of such Funded Indebtedness and (y) pursuant to UCC-3’s or otherwise, of all Liens on the assets of the Group Companies securing such Closing Date Funded Indebtedness and (ii) a certified copy Release of Security Interest in Trademarks which provides for the termination and release of any security interest that has been recorded with the United States Patent and Trademark Office but for which no release has been recorded and the Company or its designee shall record such Release of Security Interest in Trademarks with the United States Patent and Trademark Office upon repayment of the resolutions of the Company’s and Seller’s board of managers Closing Date Funded Indebtedness payable to Xxxxxxx Xxxxx Specialty Lending Group, L.P. (or other governing body) authorizing the execution and subject in each case only to delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person funds as defined in said Section 1445 and applicable regulations thereunderarranged by Buyer); and (ij) the Minority Interests shall have been redeemed or repurchased prior to or at effective as of the Closing, Seller shall have delivered Closing without any further liability to any Group Company in respect of the items contemplated by Section 2.3(aMinority Interests (other than as set forth in this Agreement or in the Redemption Agreements).

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in ‎‎Section 6.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) The Sellers Fundamental Representations shall be true and correct in all material respects as though of the Closing Date with the same force and effect as if made on and as of the Closing Date, Date (except to the extent the failure of that any such representations and warranties to that are specifically made as of a particular date shall be true and correct in all material respects as of such dates would not have a Company Material Adverse Effect; date) and (ii) the representations and warranties of Seller and the Company Sellers contained in ‎Article 3 of this Agreement (other than those set forth in Section 3.1 clause (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization i) of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Intereststhis ‎Section 6.2‎(a) shall be true and correct in all respects as though of the Closing Date with the same force and effect as if made on and as of the Closing Date;Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; provided that for purposes of this closing condition in determining the accuracy of the representations and warranties in ‎Section 3.5, the last sentence of ‎Section 3.10(b), the last sentence of ‎Section 3.12, and ‎Section 3.15(f), clause (viii) of the first proviso included in the definition of “Company Material Adverse Effect” shall be disregarded. (b) Seller and the Company Sellers shall have performed and complied in all material respects with all the material agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this Agreementhereof, there shall has not have occurred been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) Seller Effect and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated continuing as of the Closing Date. (d) Bxxxx shall have received a certificate, to dated the effect Closing Date and signed by a duly authorized officer of Sellers, stating on behalf of Sellers that each of the conditions specified set forth in Section 7.2(a), Section 7.2(b‎Section 6.2‎(a) and Section 7.2(c‎Section 6.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)satisfied.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) (i) All The representations and warranties of Seller set forth in Section 3.2(a) and Section 3.19 shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect included therein) in all material respects as of the Company Closing with the same force and effect as if made at and as of the Closing (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such date), (ii) the representations and warranties of Seller set forth in Section 3.1, Section 3.3, Section 3.4 and Section 3.7(i)(2) shall be true and correct in all respects as of the Closing with the same force and effect as if made at and as of the Closing and (iii) each of the representations and warranties of Seller contained in Article 3 and Article 4 of this Agreement (other than the representations those set forth in clauses (i) and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though of the Closing with the same force and effect as if made on at and as of the Closing Date, (except to the extent the failure of that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such dates time (without regard to any qualification as to materiality or Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;. (b) Seller and the Company shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement on it at or prior to the Closing Date;Closing. (c) from Buyer shall have received a certificate, dated the date Closing Date and signed by a duly authorized officer of this AgreementSeller stating, there shall not on behalf of the Seller, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have occurred any Company Material Adverse Effect;been satisfied. (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) Buyer a certificate counterpart of an authorized officer each Ancillary Agreement to which such Seller or any of the Company and Sellerits Affiliates is a party, dated as duly executed on behalf of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)such Affiliate.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) (i) All the representations and warranties of Seller and the Company contained set forth in Article 3 III and Article 4 IV hereof (other than the representations and warranties listed set forth in clause (iiSection 3.8(b) of this Section 7.2(a)and the Closing Condition Fundamental Representations) shall be true and correct in all respects as though made on and as of the Closing Date, as if made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as of such dates would not have a Company to “material”, “materiality” or “Material Adverse Effect; and ” as set forth therein), does not constitute or would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests3.8(b) shall be true and correct in all material respects as though of the Closing Date, as if made on at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date), and (iii) the Closing Condition Fundamental Representations shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date, as if made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date); (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, Seller under this Agreement on or prior to the Closing DateDate (other than the covenants in Section 6.22); provided that all covenants set forth in Section 2.4(b) shall have been, or will at the Closing be, complied with in all respects; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have executed and delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) Buyer a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c7.2(b) have been satisfied by the Company and Seller (the “Company Seller Closing Certificate”); (iid) a certified copy of no Material Adverse Effect will have occurred since the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebydate hereof; (iiie) a certificate that meets Key Employee Agreements (executed concurrently with this Agreement by each such Key Employee) with at least three (3) of the requirements Key Employees set forth on Schedule 1.1(b) (the “Closing Condition Key Employees”), will not have been revoked, rescinded or otherwise repudiated by such Closing Condition Key Employees, and none of Treasury Regulation Section 1.1445-2(b)(2such Closing Condition Key Employees will have terminated (or will have provided to the applicable Group Company formal written notice of termination which has not been revoked or rescinded of) stating that Seller his or her employment with the applicable Group Company (except as such employment is not a foreign person as defined in said Section 1445 and terminated by the applicable regulations thereunderGroup Company “for cause”); and (if) prior at least 75% of the Company Employees listed on Section 7.2(f) of the Company Disclosure Letter will not have terminated his or her employment with the applicable Group Company or expressed an intention (whether formally or informally) to terminate his or at her employment or otherwise be incapable of continuing in employment with the applicable Group Company or Buyer (or one of its Subsidiaries, as applicable) following the Closing, Seller shall have delivered the items contemplated by Section 2.3(a).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver in writing by Buyer of the following further conditions: (a) (i) All the representations and warranties of Seller and the Company contained set forth in Article 3 Sections 3.1(a), 3.2, the first two sentences of 3.3(a), 3.4(a), (b) (but not the last sentence of such Section 3.4(b)) and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)3.7(ii) shall be true and correct in all but de minimis respects as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date, (ii) each of the other representations and warranties of the Company set forth Article 3 hereof (other than those specified in clause (i)) shall be true and correct in all respects (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” set forth therein (other than with respect to term “Material” in the context of “Material Contracts” as used throughout Section 3.8) as of the Closing Date as though made on and as of the Closing Date, except (A) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date and (B) to the extent that the failure of such representations and warranties to be true and correct as of such dates have not had and would not not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and , (iiiii) the representations and warranties of Parent and Seller and the Company set forth in Section 3.1 (Organization Sections 4.1 and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) 4.3 shall be true and correct in all but de minimis respects as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date, (iv) each of the other representations and warranties of Parent and Seller set forth in Article 4 hereof (other than those specified in clause (iii)) shall be true and correct in all respects (without giving effect to any qualification as to “materiality” set forth therein) as of the Closing Date as though made on and as of the Closing Date, except (A) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date and (B) to the extent that the failure of such representations and warranties to be true and correct as of such dates have not had and would not reasonably be expected to have, in the aggregate, a material adverse effect on Parent’s and Seller’s ability to consummate the transactions contemplated by this Agreement, (v) the representations and warranties of Xxxxxx Xxxxxxx set forth in Section 5.1 shall be true and correct in all but de minimis respects as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date and (vi) each of the other representations and warranties of Xxxxxx Xxxxxxx set forth in Article 5 hereof (other than those specified in clause (v)) shall be true and correct in all respects (without giving effect to any qualification as to “materiality” set forth therein) as of the Closing Date as though made on and as of the Closing Date, except (A) to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be true and correct as of such specified date and (B) to the extent that the failure of such representations and warranties to be true and correct as of such dates have not had and would not reasonably be expected to have, in the aggregate, a material adverse effect on Xxxxxx Xxxxxxx’x ability to consummate the transactions contemplated by this Agreement; (b) Parent, Xxxxxx Xxxxxxx, Seller and the Company shall have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by Parent, Xxxxxx Xxxxxxx, Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing DateDate (other than the covenants contained in Section 2.4(a) which shall have been performed and complied with in all respects); (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to excludedelivered, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required caused to be accounted for as debt); (h) prior to or at the Closingdelivered, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company Company, dated as of the Closing Date, to the effect that the conditions specified in Section 9.2(a)(i), Section 9.2(a)(ii), Section 9.2(b) (as related to the obligations of the Company) and Section 9.2(j) have been satisfied by the Company; (ii) a certificate of an authorized officer of each of Parent and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a9.2(a)(iii), Section 7.2(b9.2(a)(iv) and Section 7.2(c9.2(b) (as related to the obligations of Parent and Seller) have been satisfied by the Company Parent and Seller (the “Company Certificate”)Seller; (iiiii) a certified copy certificate of an authorized officer of each of Xxxxxx Xxxxxxx, dated as of the Closing Date, to the effect that the conditions specified in Section 9.2(a)(v), Section 9.2(a)(vi) and Section 9.2(b) (as related to the obligations of Xxxxxx Xxxxxxx) have been satisfied by Parent and Seller; and (iv) certified copies of resolutions of the Company(A) Parent’s and board of directors, (B) Seller’s board of managers directors and (or other governing bodyC) the Company’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iiid) a certificate that meets all consents, authorizations and approvals from Governmental Entities set forth on Section 9.2(d) of the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined Disclosure Schedules shall have been obtained and shall be in said Section 1445 full force and applicable regulations thereunder; andeffect on the Closing Date; (ie) prior to or at the Closing, Parent and Seller shall have delivered the items contemplated by Section 2.3(a2.4(a); (f) Seller shall have delivered to Buyer a certificate from Seller, in form and substance as prescribed by Treasury Regulations promulgated under Code section 1445, stating that Seller is not a “foreign person” within the meaning of Code section 1445; (g) Parent, Seller and the Company shall have delivered to Buyer at or prior to the Closing all final documentation effecting the consummation of the Restructuring Transactions (as set forth in Exhibit E) prior to the Closing; (h) Seller shall have delivered to Buyer executed counterpart signature pages from Seller and each of its Affiliates, as applicable, that are parties to the Ancillary Documents and all such Ancillary Documents shall be in effect as of the Closing (upon delivery of any such applicable signature pages by Buyer and its Affiliates, as applicable); (i) written resignations of each Person set forth in Section 9.2(i) of the Disclosure Schedules who is an officer or director of any of the Group Companies and who is not a Business Employee; (j) since the date of this Agreement, other than any matter or condition expressly described in the Disclosure Schedules, there shall not have occurred any event, occurrence or development which has had, or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; SubsidiariesQualification of the Group Companies), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o3.6(d) (Tax MattersMaterial Contracts), Section 3.16 (Brokers) and Section 3.18 (Transactions with Affiliates) and of the Seller set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and ), Section 4.4 (Title to Stock), Section 4.6 (Assets and Operations of Seller) and Section 4.7 (Voting Requirements) shall be true and correct (without regard to any “materiality”, “Company Material Adverse Effect”, “Seller Material Adverse Effect” or similar materiality qualifiers) in all but de minimis respects (other than the Membership Interestsrepresentations and warranties set forth in Section 3.2, Section 4.4 and Section 4.7 which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.7(i) (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (iii) the representations and warranties of the Company set forth in Section 3.6(a)(vii)(C) (Material Contracts) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and (iv) each of the other representations and warranties of the Company and the Seller contained in this Agreement shall be true and correct (without regard to any “materiality”, “Company Material Adverse Effect”, “Seller Material Adverse Effect” or similar materiality qualifiers) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (x) in the case of each of clauses (i), (ii), (iii) and (iv), to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date, and (y) in the case of clause (iv) only, where the failure of such representations and warranties to be true and correct (without regard to any “materiality”, “Company Material Adverse Effect”, “Seller _ Material Adverse Effect” or similar materiality qualifiers) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Seller Material Adverse Effect, as applicable; (b) the Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c7.2(f) have been satisfied by the Company and Seller (the “Company Certificate”)are satisfied; (ii) a certified copy of the resolutions of each of the Company’s and the Seller’s board of managers (directors or other governing body) board of managers, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Document to which any Group Company or the Agreement Seller, as applicable, is a party and the consummation of the transactions contemplated hereby;Transactions; and (iii) written resignations of (A) each of the directors of each Group Company and (B) those officers of the Group Companies designated by Buyer at least five Business Days prior to the Closing Date. (d) the Escrow Agreement shall have been executed by the Seller; (e) with respect to each holder of Closing Date Funded Indebtedness, the Company shall have received and provided Buyer with a certificate copy of pay-off letter(s) (which include customary Lien releases, as applicable) in a form reasonably acceptable to Buyer from such holders of Closing Date Funded Indebtedness; (f) since the date of this Agreement, no fact, event, condition, change, occurrence or effect shall have occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (g) no Legal Restraint shall be in effect that meets (i) prevents or prohibits the requirements Buyer or any of Treasury Regulation its Subsidiaries from acquiring or holding, or exercising full rights of ownership of, the Shares, including the right to vote the Shares on all matters properly presented to the stockholders of the Company, or (ii) requiring the Buyer to take any action not required by it under Section 1.1445-2(b)(26.4; (h) stating that Seller is there shall not be pending any Proceeding by a foreign person as defined Governmental Entity seeking to impose a Legal Restraint having any of the effects set forth in said clause (i) or (ii) of Section 1445 and applicable regulations thereunder7.2(g); and (i) prior the Representation and Warranty Insurance Policy shall be in full force and effect in the form attached as Section 7.2(i) of the Disclosure Letter; provided, that the obligations of Buyer to or at consummate the Closing, Seller Transactions shall have delivered not be subject to the items contemplated by condition stated in this Section 2.3(a)._

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Buyer Buyer) of the following further conditions: (ia) All the representations and warranties of Seller and the Company contained set forth in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)Fundamental Representations) shall be true and correct in all respects as though of the Closing Date as if made on and as of the Closing DateDate (except for such representations and warranties that are made solely as of an earlier date, in which case as of such earlier date), except to the extent that the failure of facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates have not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (provided, however, that for the purposes of the foregoing clause, qualifications as to “material”, “materiality”, “Company Material Adverse Effect” or a similar standard or qualification contained in such representations and warranties shall be disregarded, other than the reference to “Company Material Adverse Effect” in clause (a) of Section 3.7); and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) Fundamental Representations shall be true and correct in all material respects as though of the Closing Date as if made on and as of the Closing DateDate (except for such representations and warranties that are made solely as of an earlier date, in which case as of such earlier date); (b) Seller and the Company and Seller shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, them under this Agreement on or prior to the Closing Date; (c) from since the date of this Agreement, there shall not have occurred any a Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) each of the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, respectively, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and through Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)are satisfied; (iie) with respect to each holder of Closing Date Indebtedness, Seller shall have received and provided Buyer with a certified copy of pay-off letter(s) from such holders of Closing Date Indebtedness, along with evidence reasonably satisfactory to Buyer that all such Liens associated with such Closing Date Indebtedness will be discharged upon the payment thereof; (f) Seller shall have delivered to Buyer evidence reasonably satisfactory to Buyer of the One Percent Interest Transfer, which shall include the resolution of the Partners´ of Carlisle Mexico approving the One Percent Interest Transfer and the entry in the Special Partners’ Registry of Carlisle Mexico reflecting the consummation of the One Percent Interest Transfer; (g) Seller shall have delivered to Buyer the resolutions of the Partners´ Meeting of each of Carlisle Mexico, San Xxxxx Mexico, S. de X.X. de C.V. and San Xxxxx Servicios, S. de X.X. de C.V. (i) authorizing and approving the resignations of each of its managers and officers and authorizing and approving the appointment of the managers and officers requested by Buyer, and (ii) revoking all existing powers of attorney granted thereby to the extent requested by Buyer, in each case, effective as of the Closing; (h) Seller shall have delivered to Buyer the Transition Services Agreement, in substantially the form attached hereto as Exhibit B (the “Transition Services Agreement”), dated as of the Closing Date between the applicable Affiliate of Seller and the Company’s , duly executed by such applicable Affiliate of Seller; (i) Seller shall have delivered to Buyer the Trademark License Agreement, in substantially the form attached hereto as Exhibit C (the “Trademark License Agreement”), dated as of the Closing Date between Carlisle Intangible Company LLC, a Delaware limited liability company, and Seller’s the Company, duly executed by Carlisle Intangible Company LLC; (j) Seller shall have delivered to Buyer a certificate of a duly authorized officer of CCI certifying that the board of managers (or other governing body) authorizing the execution and delivery directors of the CCI approved this Agreement and the consummation of the transactions contemplated hereby; (iii) , including CCI’s performance of its guarantee of the Guaranteed Obligations, and authorizing the applicable officers of CCI and Seller to execute and deliver this Agreement and the other agreements contemplated hereby to which CCI or Seller, as applicable, is a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunderparty; and (ik) prior to or at the Closing, Seller shall have delivered to Buyer one or more certificates representing all of the items contemplated Shares duly endorsed in blank or accompanied by Section 2.3(a)a stock power or share transfer form duly endorsed for transfer with all required stock transfer tax stamps, if any, affixed thereto; and (l) Seller shall have delivered executed resignation letters of each director, officer or manager of the Group Companies who will remain affiliated with Seller after the Closing or for whom Buyer otherwise requests a letter of resignation.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (ia) All the representations and warranties of Seller the Company and the Company contained Blocker, as applicable, set forth in Article 3 hereof and Sellers set forth in Article 4 hereof (in each case, other than the representations and warranties listed in clause (ii) of this Section 7.2(a)Fundamental Representations) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (except, except in each case, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall continue on the Closing Date to be true and correct as of the specified date); provided, that the foregoing condition shall be deemed satisfied if the failure of such representations and warranties to be so true and correct as of such dates would has not have had a Company Material Adverse Effect; , and (ii) the representations and warranties of Seller and the Fundamental Representations (x) that are qualified by materiality or Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) Material Adverse Effect shall be true and correct in all respects as though of the Closing Date as if made at and as of such date (except, in each case, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be so true and correct as of the specified date), and (y) that are not qualified by materiality or Company Material Adverse Effect shall be true in all material respects as of the Closing DateDate as if made at and as of such date (except, in each case, to the extent such representations and warranties are made on and as of a specified date, in which case the same shall be so true and correct as of the specified date); (b) Seller Sellers, the Company, and the Company Blocker shall have performed and complied in all material respects with all covenants required to be performed or complied with by Sellers, the Company Company, and Seller, respectively, the Blocker (as applicable) under this Agreement on or prior to the Closing Date; (c) from Since the date of this Agreement, there shall not have occurred any no Company Material Adverse Effect;Effect shall have occurred; and (d) Seller Sellers and the each Group Company shall have transferred executed and assigneddelivered each of the instruments, certificates or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are other documents required to be accounted for as debt); (h) executed and delivered by such Persons at or prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, pursuant to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a2.3(b).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby are subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further conditions: (a) (i) All each of the representations and warranties of Seller and the Company contained in Article 3 Section 3.1 (Organization and Article 4 Qualification), Section 3.2 (other than the representations Capitalization) and warranties listed in clause Section 3.3 (ii) of this Section 7.2(a)Authority) shall be true and correct in all respects material respects, and (ii) each of the representations and warranties of the Company contained in Article III of this Agreement other than those listed in clause (i) of this Section 7.2(a) (without giving effect to any “materiality” or Material Adverse Effect qualification or exception contained therein) shall be true and correct in all respects, in each case as of the Closing with the same force and effect as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same will continue on the Closing Date to be true and correct as of the specified date, except, in the case of clause (ii) of this Section 7.2(a), where the failure of such representations and warranties to be so true and correct as of such dates would does not have a Company Material Adverse Effect; and ; (iib) (i) each of the representations and warranties of Seller and the Company set forth Sellers contained in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and QualificationOrganization), Section 4.2 (Authority), Section 4.6 (Purchased Interests) and Section 4.4 4.7(d) (Title to the Membership InterestsBlocker Capitalization) shall be true and correct in all respects material respects, and (ii) each of the representations and warranties of the Sellers contained in Article IV of this Agreement other than those listed in clause (i) of this Section 7.2(b) that are qualified by materiality shall be true and correct in all respects, in each case as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent such representations and warranties are made on and as of a specified date, in which case the same will continue on the Closing Date to be true and correct as of the specified date, except, in the case of clause (ii) of this Section 7.2(b), where the failure of such representations and warranties to be so true and correct does not have a Material Adverse Effect; (bc) Seller since the date of this Agreement, there shall not have been a Material Adverse Effect; (d) the Company and the Company shall Sellers will have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Selleror the Sellers, respectivelyas applicable, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to excludeand the Sellers’ Representative, for on behalf of the avoidance of doubtSellers, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall will have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate Buyer certificates of an authorized officer of the Company and SellerSellers’ Representative, as applicable, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) ), as applicable, and Section 7.2(c7.2(d) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereundersatisfied; and (if) prior to or at the Closing, Seller shall Company and the Sellers will have delivered to Buyer the items contemplated by deliveries set forth in Section 2.3(a2.5(a).

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or waiver by Buyer of the following further conditions: (i) All representations and warranties of Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 3.1(a) (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) 3.16 (Tax MattersBrokers), Section 4.1 (Organization and QualificationAuthority), Section 4.2 (Authority) and Section 4.4 4.3 (Title to the Membership InterestsShares; Ownership of Seller) and Section 4.5 (Brokers) shall be true and correct as of the date of this Agreement and as of the Closing in all respects as if made at and as of such time (in each case, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period); and (ii) all other representations and warranties of the Company set forth in ARTICLE III hereof and Seller set forth in ARTICLE IV hereof (A) shall be true and correct in all material respects (provided that any of such representations and warranties that are qualified as though made on to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) as of the date of this Agreement (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period) except, in the case of this clause (A), where such failure of such representations and warranties to be so true and correct (y) was not within the Company’s Knowledge as of the date of this Agreement, and (z) has not had and could not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (B) shall be true and correct as of the Closing Datein all respects (without giving effect to any qualifications as to “materiality” and “Company Material Adverse Effect” set forth in such representations and warranties) as if made at and as of such time (in each case, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need to be true and correct only as of such date or with respect to such period), except, in the case of this clause (B), where the failure of such representations and warranties to be so true and correct has not had and could not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by Seller and the Company and Seller, respectively, under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and SellerCompany, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), ) and Section 7.2(b) and Section 7.2(c) have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy written resignations of (A) each of the resolutions directors of the Company’s Company and Seller’s board of managers (or other governing bodyB) authorizing the execution and delivery those officers of the Agreement and Company designated in writing by Buyer at least ten (10) Business Days prior to the consummation of the transactions contemplated herebyClosing Date; (iii) a certificate that meets duly executed non-foreign affidavit from Seller dated as of the requirements Closing Date and in form and substance required under Section 1445 of Treasury Regulation Section 1.1445-2(b)(2) the Code stating that Seller is not a “foreign person person” as defined in said Section 1445 and applicable regulations thereunderof the Code; and (iiv) prior to or at a duly executed TowerBrook Restrictive Agreement substantially in the Closing, Seller form of Exhibit C attached hereto; and (d) the Escrow Agreement shall have delivered been executed by Seller and the items contemplated by Section 2.3(a)Escrow Agent.

Other Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted or waiver in writing by applicable LawBuyer, waiver by Buyer of each of the following further conditionsconditions at or prior to the Closing: (a) (i) All The representations and warranties of Seller set forth in Section 3.1, Section 3.2(a), Section 3.3(e), Section 3.5(a)(i), Section 3.5(a)(ii), Section 3.21 and Section 3.26 shall be true and correct (without regard to any qualification as to materiality or Material Adverse Effect included therein) in all material respects as of the Company date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct in all material respects as of such date), (ii) the representations and warranties of Seller set forth in Section 3.3 (other than Section 3.3(e)), Section 3.4, Section 3.7(b) and Section 3.20 (other than Section 3.20(b)) shall be true and correct in all respects as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any de minimis inaccuracies of the representations and warranties set forth in Section 3.3, Section 3.4 or Section 3.20) and (iii) each of the representations and warranties of Seller contained in Article 3 and Article 4 of this Agreement (other than the representations those set forth in clauses (i) and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though of the date hereof and as of Closing Date with the same force and effect as if made on and as of the Closing Date, Date (except to the extent the failure of that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date), except where the failure to be true and correct as of such dates date (without regard to any qualification as to materiality or Material Adverse Effect included therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; and (ii) the representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;. (b) Seller and the Company shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this Agreement, there shall not have occurred any Company been a Material Adverse Effect;. (d) Seller and the Company Buyer shall have transferred received a certificate, dated the Closing Date and assignedsigned by a duly authorized officer of Seller stating, or shall on behalf of the Seller, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail;been satisfied. (e) prior to Closing Date, Seller and the Company shall have transferred and assigneddelivered to Buyer a counterpart of each Ancillary Agreement to which such Seller or any of its Affiliates is a party (excluding, for these purposes, the Acquired Group Companies), duly executed on behalf of Seller or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail;such Affiliate. (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer Buyer evidence of the Company and Sellertransfer of ownership to Buyer or its duly licensed designee in each Affiliated Physician Practice, dated as of including by facilitating the Connecticut Merger at or immediately prior to the Closing Date, to the effect that extent Buyer has taken all steps reasonably necessary on the conditions specified in Section 7.2(a), Section 7.2(b) part of Buyer and Section 7.2(c) have been satisfied by its Affiliates to effectuate the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)Connecticut Merger.

Other Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction orsatisfaction, if permitted by applicable Law, or waiver by Buyer Buyer, of each of the following further conditionsconditions at or prior to the Closing: (i) All representations and warranties of The Seller and the Company contained in Article 3 and Article 4 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) Fundamental Representations shall be true and correct in all but de minimis respects as though of the Closing Date with the same force and effect as if made on and as of the Closing Date; provided, except to that in respect of the extent representations and warranties of Sellers contained in Section 3.3(b), the term “de minimis respects” shall mean a failure of such representations and warranties to be true and correct as with respect to no more than three percent (3%) of such dates would not have a Company Material Adverse Effect; the outstanding equity interests of the applicable Acquired Company, and (ii) the representations and warranties of Seller and the Company Sellers contained in Article 3 of this Agreement (other than those set forth in clause (i) of this Section 3.1 (Organization and Qualification; Subsidiaries6.2(a), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) shall be true and correct in all respects as though made on and as of the Closing Date;Date (except that any such representations and warranties that are specifically made as of a particular date shall be true and correct as of such specified date) except where the failure to be true and correct as of such date (without regard to any qualification as to materiality or Company Material Adverse Effect included therein) has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Seller and the Company shall have performed and complied in all material respects with all the agreements and covenants required to be performed or complied with by the Company and Seller, respectively, under this Agreement it on or prior to the Closing Date;. (c) from Since the date of this Agreementhereof, there shall not have occurred any no Company Material Adverse Effect; (d) Seller and the Company Effect shall have transferred occurred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyer: (i) a certificate of an authorized officer of the Company and Seller, dated continuing as of the Closing Date. (d) Buyer shall have received a certificate, to dated the effect Closing Date and signed by a duly authorized officer of each Seller, stating on behalf of each Seller, as applicable, that each of the conditions specified set forth in Section 7.2(a), Section 7.2(b6.2(a) and Section 7.2(c6.2(b) have been satisfied by the Company and Seller (the “Company Certificate”); (ii) a certified copy of the resolutions of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; and (i) prior to or at the Closing, Seller shall have delivered the items contemplated by Section 2.3(a)satisfied.

Other Conditions to the Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer of the following further additional conditions: (ia) All the representations and warranties of Seller set forth in Article III and Article IV (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Company Material Adverse Effect” contained therein, other than such limitations and qualifiers set forth in Section 3.3(b) and Section 3.5 and the Company contained use of the word “material” in Article 3 and Article 4 (the defined term “Material Contracts” in Section 3.4(a)), other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) Fundamental Representations, shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing DateDate (unless made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date), except to the extent where the failure of any such representations and warranties to be true and correct as of such dates in the aggregate would not have a Company Material Adverse Effect; and ; (iib) the representations and warranties Fundamental Representations of Seller and the Company set forth in Section 3.1 (Organization Article III and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.11(o) (Tax Matters), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.4 (Title to the Membership Interests) Article IV shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing DateDate (unless made as of a specified date, in which case such representations and warranties shall be so true and correct as of such specified date), except where the failure of any such representations and warranties to be true and correct would have only a de minimis adverse effect on the Buyer, the Company or the MUI Subsidiaries, taken as a whole; (bc) Seller and the Company shall have performed and complied in all material respects with all covenants required to be performed or complied with by the Company and Seller, respectively, it under this Agreement on or prior to the Closing Date; (cd) from since the date of this Agreement, there shall not have occurred any Company facts, events, changes, developments or effects that, individually or in the aggregate, has had a Material Adverse Effect; (d) Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all commission-based contracts for the retail sale of motor fuel to MACS Retail; (e) prior to Closing Date, Seller and the Company shall have transferred and assigned, or shall have caused the Group Companies to transfer and assign, all Real Property set forth on Schedule 7.2(e) from Southside Oil to MACS Retail; (f) prior to or at the Closing, Southside Oil and MACS Retail shall have entered into a “Wholesale Supply Agreement” in substantially the form attached hereto as Exhibit A; (g) the Company shall have no funded indebtedness for borrowed money (which shall be understood to exclude, for the avoidance of doubt, capital lease and operating lease obligations, obligations of variable interest entities for which no Group Company has any obligation and trade payables, in each case, whether or not such obligations are required to be accounted for as debt); (h) prior to or at the Closing, Seller shall have delivered the following closing documents in form and substance reasonably acceptable to Buyerdocuments: (i) a certificate of an authorized officer of the Company and Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(c7.2(d) have been satisfied by the Company and Seller (the “Company Certificate”)satisfied; (ii) a certified copy certificate from Seller (or, if Seller is a disregarded entity for U.S. federal income tax purposes, a certificate from such Seller’s regarded owner for such purposes) certifying, in accordance with section 1.1445-2(b)(2) of the resolutions Treasury Regulations promulgated under the Code, that it is not a “foreign person” for purposes of Section 897 of the Company’s and Seller’s board of managers (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated herebyCode; (iii) a certificate that meets resignation letters from all directors and officers of the requirements Company and the MUI Subsidiaries who are employees, officers or directors of Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person or its Affiliates as defined in said Section 1445 and applicable regulations thereunderrequested by Buyer; and (if) prior to or at the Closing, Seller Buyer shall have delivered received the items contemplated by Section 2.3(a2.4(a).