Topping Unit Separation Sample Clauses

Topping Unit Separation. Promptly following the fulfillment or waiver of the conditions set forth in Section 8.1, Section 8.2 and Section 8.3, as applicable (other than those conditions which involve (x) the execution and / or delivery of agreements, instruments and documents that are required by other terms of this Agreement to be executed and/or delivered at the Closing or (y) the completion of the Separation Activities and thus, by their nature, can only be fulfilled at Closing (such conditions, the “Closing Date Conditions”), (i) Purchaser shall deliver to Seller a written certificate, executed by a duly authorized officer of Purchaser, confirming that, as of such time the conditions to its obligations to consummate the Closing in Sections 8.1 and 8.2 of the Agreement (other than the Closing Date Conditions) have been fulfilled (or waived by Purchaser) (a “Purchaser Closing Notice”) and (ii) Seller shall deliver to Purchaser a written certificate, executed by a duly authorized officer of Seller, confirming that as of such time the conditions to its obligations to consummate the Closing in Sections 8.1 and 8.3 of the Agreement (other than the Closing Date Conditions) have been fulfilled (or waived by Seller) (together with the Purchaser Closing Notice, the “Closing Notices”). After the receipt by the Parties of the respective Closing Notices, Seller shall at its sole cost and expense commence the activities set forth in Annex A hereto with the goal to separate and isolate the Topping Units from the Retained Refinery Units (collectively, the “Separation Activities”) within fifteen (15) Business Days after the exchange of the respective Closing Notices. The Separation Activities shall be deemed complete when the operations of the Refinery fulfill the relevant criteria therefor as set forth in Annex A with respect thereto (the “Separation Criteria”). If Seller and Purchaser are unable to agree whether the Separation Criteria have been met within three (3) days of Seller providing written notice to Purchaser that such criteria have been fulfilled, then an independent and experienced third party engineering firm that is mutually agreeable (such agreement not to be unreasonably withheld) to Seller and Purchaser shall be promptly engaged to determine and evaluate the issues that are in dispute and deliver its findings in writing within five (5) Business Days of its engagement. The cost of retaining such firm shall be borne equally by Seller and Purchaser.