Senior Officer of Vendor.
7.3
GOVERNMENTAL APPROVALS, CONSENTS, AND AUTHORIZATIONS
(A)
THE REQUIRED APPROVALS SHALL HAVE BEEN OBTAINED AND SHALL BE IN
FULL FORCE AND EFFECT.
(B)
ALL OTHER AUTHORIZATIONS OF ANY GOVERNMENT AUTHORITY REQUIRED IN
CONNECTION WITH THE COMPLETION OF THE PURCHASE IN ACCORDANCE WITH THIS AGREEMENT
SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND EFFECT, OTHER THAN ANY SUCH
AUTHORIZATIONS, THE FAILURE OF WHICH TO OBTAIN WOULD NOT ENJOIN, MATERIALLY
RESTRICT, PROHIBIT OR MAKE ILLEGAL THE PURCHASE.
(C)
THERE SHALL NOT BE IN EFFECT ANY APPLICABLE LAW WHICH ENJOINS,
MATERIALLY RESTRICTS, PROHIBITS OR MAKES ILLEGAL THE PURCHASE, PROVIDED THAT ALL
AUTHORIZATIONS FROM GOVERNMENT AUTHORITIES HAVE BEEN OBTAINED.
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7.4
OTHER CONSENTS AND APPROVALS
All Authorizations (other than Authorizations from a Government Authority)
required in connection with the completion of the Purchase in accordance with
this Agreement shall have been obtained, other than those consents and
approvals, the failure of which to obtain, individually or in the aggregate,
would not enjoin, materially restrict, prohibit or make illegal the completion
of the Purchase in accordance with this Agreement.
7.5
NO INJUNCTIONS OR RESTRAINTS
No restraining order, injunction or other order or decree issued by any
Government Authority of competent jurisdiction enjoining, restraining or
otherwise preventing the completion of the Purchase in accordance with this
Agreement shall be in effect; provided, however, that each of the Parties shall
use commercially reasonable efforts to prevent the entry of any such restraining
order, injunction or other order or decree and to cause any such restraining
order, injunction or other order or decree that may be entered to be vacated or
otherwise rendered of no effect.
7.6
VENDOR'S CLOSING DELIVERIES
(A)
AT LEAST THREE BUSINESS DAYS BEFORE THE CLOSING TIME VENDOR SHALL
DELIVER TO PURCHASER:
(I)
THE STATEMENT REFERRED TO IN SECTION 3.3(A) SETTING FORTH
VENDOR'S ESTIMATE OF THE PRELIMINARY NET WORKING CAPITAL AMOUNT AND THE AMOUNT
OF DISTRIBUTIONS MADE DURING THE INTERIM PERIOD; AND
(II)
THE LIST OF BANK ACCOUNTS AND SAFETY DEPOSIT BOXES REFERRED TO IN
SECTION 9.18; AND
(B)
AT OR BEFORE THE CLOSING TIME, VENDOR SHALL HAVE DELIVERED TO
PURCHASER THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO PURCHASER, ACTING
REASONABLY:
(I)
SHARE CERTIFICATES REPRESENTING THE PURCHASED SHARES, DULY
ENDORSED IN BLANK FOR TRANSFER, OR ACCOMPANIED BY IRREVOCABLE SECURITY TRANSFER
POWERS OF ATTORNEY DULY EXECUTED IN BLANK, IN EITHER CASE BY THE HOLDERS OF
RECORD, TOGETHER WITH EVIDENCE SATISFACTORY TO PURCHASER (ACTING REASONABLY)
THAT PURCHASER OR ITS NOMINEE(S) HAVE BEEN ENTERED ON THE BOOKS OF THE
CORPORATION AS THE REGISTERED HOLDER OF THE PURCHASED SHARES;
(II)
CERTIFIED COPIES OF:
(A)
THE ARTICLES OF INCORPORATION AND BYLAWS OF VENDOR, UNOCAL, THE
CORPORATION AND EACH SUBSIDIARY AND THE PARTNERSHIP AGREEMENTS AND OTHER
CONSTATING DOCUMENTS OF THE SUBSIDIARY PARTNERSHIPS AND THE PARTNERS THEREOF;
(B)
ALL RESOLUTIONS OF THE BOARDS OF DIRECTORS OF VENDOR AND UNOCAL
AND OF THE CORPORATION AND A RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION
APPROVING THE ENTERING INTO AND COMPLETION OF THE PURCHASE (IN THE CASE