CONDITIONS PRECEDENT TO BUYER s and Buyer Parent's Obligations. The -------------------------------------------------------------- obligation of Buyer and Buyer Parent to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions, any of which may be waived in writing by Buyer or Buyer Parent.
CONDITIONS PRECEDENT TO BUYER. S OBLIGATION 29 SECTION 8.1. Accuracy of Representations and Warranties 29 SECTION 8.2. Performance of Covenants 29 SECTION 8.3. Officers’ Certificates 29 SECTION 8.4. No Order 29 SECTION 8.5. Certified Resolutions 29 SECTION 8.6. Secretary’s Certificate 29 SECTION 8.7. Liens and Secured Debt 30 SECTION 8.8. Consents 30 SECTION 8.9. Seadrift Pipeline Lease 30 SECTION 8.10. Authorization to Assign 30 SECTION 8.11. Due Diligence 30 SECTION 8.12. Exxon Contract 30 SECTION 8.13 Concurrent Closing with Rio 30 SECTION 8.14. No Change in Law 30 SECTION 8.15 Stockholder Approval 31 SECTION 8.16 U.S. Employees 31 SECTION 8.17 Pipeline Tariff 31 SECTION 8.18 Dow Tariff Letter 31 SECTION 8.19 Injunction 31 ARTICLE IX CONDITIONS PRECEDENT TO SELLER’S OBLIGATION 31 SECTION 9.1. Accuracy of Representations and Warranties 31 SECTION 9.2. Performance of Covenants 32 SECTION 9.3. Officer’s Certificate 32 SECTION 9.4. No Order 32 SECTION 9.5. Certified Resolutions 32 SECTION 9.6. Secretary’s Certificate 32 SECTION 9.7 No Change in Law 32 SECTION 9.8 Stockholder Approval 33 ARTICLE X TERMINATION 33 SECTION 10.1. Termination of Agreement 33 SECTION 10.2. Effect of Termination 33 ARTICLE XI INDEMNIFICATION 34 SECTION 11.1. Seller Indemnification 34 SECTION 11.2. Buyer Indemnification 34 SECTION 11.3. Indemnification Procedures 35 SECTION 11.4. Limits on Indemnification 35 SECTION 11.5. Certain Damages 36 SECTION 11.6 Exclusive Remedy 36 ARTICLE XII GENERAL 37 SECTION 12.1. Amendments 37 SECTION 12.2. Waivers 37 SECTION 12.3. Notices 37 SECTION 12.4. Successors and Assigns; Parties in Interest 38 SECTION 12.5. Severability 38 SECTION 12.6. Entire Agreement 39 SECTION 12.7. Governing Law, Consent to Jurisdiction 39 SECTION 12.8. Expenses 39 SECTION 12.9. Release of Information; Confidentiality 39 SECTION 12.10. Sole Obligation 40 SECTION 12.11. Certain Construction Rules 40 SECTION 12.12. Survival. 40 SECTION 12.13. Counterparts 40 Exhibits A - Intentionally Omitted B - General Assignment, Conveyance and Xxxx of Sale Annex 1 - Intentionally Omitted Annex 2 - Leases Annex 3 - Improvements Annex 4 - Easements Annex 5 - Personal Property Annex 6 - Assigned Contracts Annex 7 - Permits C - Assumption Agreement D - Closing Settlement Statement as of August 22, 2006 Schedules
CONDITIONS PRECEDENT TO BUYER. S OBLIGATION TO CLOSE 22 9.01 Representations and Covenants. 22
CONDITIONS PRECEDENT TO BUYER s Obligations as of ------------ -------------------------------------------------
CONDITIONS PRECEDENT TO BUYER s Obligations at the First Closing Date. The obligation of Buyer to consummate the purchase of the Assets on the First Closing Date is, at the option of Buyer, subject to satisfaction by Seller of the following conditions, each of which shall be deemed material.
CONDITIONS PRECEDENT TO BUYER. S OBLIGATION TO CLOSE
CONDITIONS PRECEDENT TO BUYER. S OBLIGATIONS REGARDING CLOSING11 8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION REGARDING CLOSING 11 9. CLOSING COSTS AND PRORATIONS ............................................................................11 10.
CONDITIONS PRECEDENT TO BUYER s Obligation to Close --------------------------------------------------- The obligation of Buyer to consummate the purchase of the Stock on the Closing Date is subject to the fulfillment by Seller or waiver by Buyer at or prior to the Closing of each of the following conditions: (a) All representations land warranties of Seller which are contained in this Agreement shall be true in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; and Seller shall have performed and complied with all agreements and conditions required by this Agreement prior to or at Closing, and shall have delivered to Buyer an officer's certificate certifying thereto.
CONDITIONS PRECEDENT TO BUYER. S OBLIGATION TO CLOSE;...................................................62 7.1
CONDITIONS PRECEDENT TO BUYER s Obligation at Closing ----------------------------------------------------- Buyer's obligation to take the actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part, in its sole discretion):
