(a) Bankruptcy Approval. The Sale Order shall have been entered by the Bankruptcy Court and shall be an order not subject to appeal, or, if an appeal of the Sale Order is pending, the appeal shall not have stayed the effect of the Sale Order, nor shall the Sale Order be subject to stay, by an order of the Bankruptcy Court or any other court having jurisdiction to issue such stay (a Final Order) as of the Closing.
(b) HSR Act. To the extent applicable, all waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated.
(c) Consents. Sellers shall have obtained or made any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Third Party required to be obtained or made in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby that is set forth on Schedule 7.1(c).
(d) Representations. (i) Each of Sellers representations and warranties contained in Sections 4.1, 4.2, 4.3(a) and 4.7 shall be true and correct in all respects as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date), and (ii) each of the other representations and warranties of Sellers contained in Article IV of this Agreement shall be true and correct in all respects as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) without giving effect to the words material, or material adverse effect contained in such representations; provided, however, that the condition in this Section 7.1(d)(ii) shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, would not be reasonably expected to result in a Seller Material Adverse Effect.
(e) Performance. Sellers shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Sellers prior to the Closing.
(f) Seller Material Adverse Effect. From the Execution Date until the Closing, there shall not have occurred a Seller Material Adverse Effect.
(g) Closing Certificate. Sellers shall have delivered (or be ready, willing and able to deliver at Closing) to Buyer a certificate dated the Closing Date certifying that the conditions specified in Section 7.1(d), Section 7.1(e) and Section 7.1(f) have been fulfilled.
(h) No Order. No preliminary or permanent injunction or other Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect.
(i) Preferential Right Contract. Subject to Section 2.6 hereof, (i) the preferential purchase right under the Preferential Right Contract shall have become unenforceable pursuant to the Sale Order, (ii) the preferential purchase right under the Preferential Right Contract shall have been waived in writing by BP and no other Person shall have asserted that it is the beneficiary of a valid and enforceable preferential purchase right with