Common use of Seller’s Conditions to Close Clause in Contracts

Seller’s Conditions to Close. The obligations of the Sellers under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of such conditions may be waived, in writing, by the Sellers: (a) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, however, that no representation or warranty of Purchaser (other than the representations and warranties set forth in Sections 3.2 and 3.3(a), which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Purchaser, constitutes a Purchaser Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.1(a) (except with respect to the representations and warranties set forth in Sections 3.2 and 3.3(a)), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Purchaser Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded; (b) Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement and satisfied all of the conditions required by this Agreement to be performed or complied with or satisfied by Purchaser at or prior to the Closing Date; (c) No Governmental Entity in the United States shall have (i) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Transactions, or (ii) instituted any Legal Proceeding seeking to require a Seller Burdensome Condition which has not been dismissed, withdrawn or otherwise terminated; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Contemplated Transactions under the HSR Act shall have expired or been terminated; and (e) The Sellers shall have received the items set forth in Section 8.2.

Seller’s Conditions to Close. The obligations 16.1. If any of the Sellers under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of such conditions may be waived, in writing, by the Sellers: (a) The Buyer's representations and warranties of Purchaser set forth in this Agreement shall be Article 14 is not true and correct as of the date of this Agreement and in any material respect as of the Closing Date as though made on Date, the provisions of Paragraph 8.5 will apply. 16.2. No order, writ, injunction or decree shall have been entered and as be in effect by any court of the Closing Date (except that representations competent jurisdiction or any governmental authority, and warranties that by their terms speak specifically as of the date of this Agreement no law shall have been promulgated or another date shall enacted and be true and correct as of such date); provided, howeverin effect, that no representation restrains, enjoins or warranty of Purchaser (other than invalidates the representations and warranties set forth transactions contemplated hereby, except for proceedings disclosed to Seller in Sections 3.2 and 3.3(a), which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Purchaser, constitutes a Purchaser Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.1(a) (except with respect to the representations and warranties set forth in Sections 3.2 and 3.3(a)), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Purchaser Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded; (b) Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement and satisfied all of the conditions required by this Agreement to be performed or complied with or satisfied by Purchaser at or writing prior to the Closing Date;, no proceeding initiated by any person shall be pending before any court or governmental authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (c) No Governmental Entity in the United States 16.3. Seller shall have received payment from Buyer by wire transfer of immediately available federal funds a sum equal to the Remaining Purchase Price Balance and the Estimated Petroleum Inventory Price. 16.4. Seller and Buyer or its designee shall have entered into the Exchange Agreement. 16.5. Buyer shall not be in material breach of any of Buyer's covenants and agreements herein contained, which breach, after receipt of written notice thereof remains uncured for a period in excess of thirty (i30) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that days from the date of receipt of such notice. If such breach has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Transactions, or (ii) instituted any Legal Proceeding seeking to require a Seller Burdensome Condition which occurred and has not been dismissedso cured, withdrawn or otherwise terminated;the provisions of Paragraph 8.5 shall apply. (d) Any 16.6. All applicable waiting period (and any extension thereof) applicable to the consummation of the Contemplated Transactions periods under the HSR Act shall have expired or been terminated; and (e) The Sellers , and the consent or approval of the DOJ and the FTC, if any, shall have received the items set forth be in form and substance reasonably satisfactory to Seller in accordance with Section 8.212.