Additional Conditions to the Obligations of TCG Clause Samples

Additional Conditions to the Obligations of TCG. The obligations of TCG to effect the Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived by TCG, in whole or in part, to the extent permitted by applicable Law: (a) Each of the representations and warranties of Sunoco set forth in this Agreement shall be true and correct in all respects (it being understood that, for purposes of determining the accuracy of such representations and warranties pursuant to this sentence, all materiality qualifications contained in such representations and warranties shall be disregarded) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date), except for failures to be so true and correct that would not have, individually or in the aggregate, a Material Adverse Effect. (b) Sunoco shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) Sunoco and NewCo shall be willing and able to enter into (where applicable), and shall have delivered or caused to be delivered, each item required to be delivered by Sunoco and NewCo at the Closing pursuant to Section 3.2(a) or Section 3.2(c). (d) The EPA Letter shall remain effective, an amendment to the Existing Refinery Consent Decree embodying the elements set forth on page 1 of the EPA Letter shall have been filed in the U.S. District Court for the Eastern District of Pennsylvania, and no Party nor any of its Affiliates shall have received notification that (i) the EPA Letter shall not be in full force and effect after the Closing or (ii) any other requirement of the EPA Letter shall not be fulfilled by the relevant Governmental Authority, except for such failure of the EPA Letter to remain effective, such failure to have filed such amendment, or such notification which could reasonably be expected to have a Material Adverse Effect. (e) The United States Environmental Protection Agency shall have executed a Prospective Purchaser Agreement with NewCo. (f) TCG (either directly or through NewCo) shall have received the proceeds of the Debt Financing contemplated by the Debt Term Sheet on substantially the terms set forth therein. ** Certain information in this document ...
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Related to Additional Conditions to the Obligations of TCG

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Additional Conditions to Obligations of Seller The obligations of Seller to consummate and effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer: