Common use of Conditions to Each Party’s Obligation to Close Clause in Contracts

Conditions to Each Party’s Obligation to Close. The obligations of each Party to consummate the Transactions are subject to the satisfaction or waiver by such Party of the following conditions at or immediately before the Closing: (a) the applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) shall have expired or been terminated, if applicable; (b) no Proceeding shall, on the Closing Date, be in effect that restrains, prohibits or makes illegal the consummation of the Transactions; (c) each of the conditions precedent to the transactions contemplated by the Master Contribution Agreement (other than those conditions that will be satisfied at the closing thereof) shall have been satisfied or waived; (d) funds sufficient to pay the Cash Consideration in full shall be available under the SXE Credit Facility; (e) SXE shall have amended the SXE Partnership Agreement to authorize the PIK Common Units and establish the rights, powers and preferences related thereto; and (f) this Agreement shall not have been terminated in accordance with Section 8.1.