Common use of Conditions Precedent to Obligations of SXCP Clause in Contracts

Conditions Precedent to Obligations of SXCP. The obligation of SXCP to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SXCP) at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of SC&C and SunCoke contained in Article IV of this Agreement shall have been true and correct when made, and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and SC&C SunCoke shall have delivered to SXCP a certificate to such effect dated as of the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (b) the covenants and agreements of SC&C and SunCoke to be performed on or prior to the Closing shall have been duly performed in all material respects, and SXCP shall have received a certificate to such effect dated the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (c) SXCP shall have received each of the deliveries of SC&C and SunCoke set forth in Sections 2.1, 2.4 and 2.7, and such other documents or instruments as SXCP may reasonably request consistent with SC&C’s and SunCoke’s obligations under this Agreement; (d) SXCP shall have consummated, on terms and conditions satisfactory to it, a public equity offering and a private placement of long-term debt; (e) If SXCP has launched, prior to Closing, the tender offer contemplated by Section 2.2(d), such tender offer shall have completed and funding shall have occurred, and all deliveries required thereunder shall have been delivered; and (f) The Conflicts Committee of the Board of Directors of the General Partner shall have received the written opinion of Tudor, Pickering, Xxxx & Co. that the Consideration is fair, from a financial point of view, to SXCP and its subsidiaries taken as a whole.

Conditions Precedent to Obligations of SXCP. The obligation of SXCP to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SXCP) at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of SC&C and SunCoke contained in Article IV of this Agreement shall have been true and correct when made, and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and SC&C SunCoke shall have delivered to SXCP a certificate to such effect dated as of the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (b) the covenants and agreements of SC&C and SunCoke to be performed on or prior to the Closing shall have been duly performed in all material respects, and SXCP shall have received a certificate to such effect dated the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (c) SXCP shall have received each of the deliveries of SC&C and SunCoke set forth in Sections 2.1, 2.4 and 2.7, and such other documents or instruments as SXCP may reasonably request consistent with SC&C’s and SunCoke’s obligations under this Agreement; (d) SXCP shall have consummated, on terms and conditions satisfactory to it, a public equity offering and a private placement of long-long- term debt; (e) If SXCP has launched, prior to Closing, the tender offer contemplated by Section 2.2(d), such tender offer shall have completed and funding shall have occurred, and all deliveries required thereunder shall have been delivered; and (f) The Conflicts Committee of the Board of Directors of the General Partner shall have received the written opinion of Tudor, Pickering, Xxxx & Co. that the Consideration is fair, from a financial point of view, to SXCP and its subsidiaries taken as a whole.

Conditions Precedent to Obligations of SXCP. The obligation of SXCP to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SXCP) at or prior to the Closing of the following conditions precedent: (a) (i) the representations and warranties of SC&C and SunCoke contained in Article IV of this Agreement shall have been true and correct when made, and Fundamental Representations shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), (ii) the other representations and warranties of SC&C and SunCoke contained in Article IV of this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the date of this Agreement and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), except in the case of clause (ii) where the failure of the representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) SC&C and SunCoke shall have delivered to SXCP a certificate to such effect dated as of the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (b) the covenants and agreements of SC&C and SunCoke to be performed on or prior to the Closing shall have been duly performed in all material respects, and SXCP shall have received a certificate to such effect dated the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (c) SXCP shall have received each of the deliveries of SC&C and SunCoke set forth in Sections 2.1, 2.4 and 2.7, and such other documents or instruments as SXCP may reasonably request consistent with SC&C’s and SunCoke’s obligations under this AgreementSection 3.2; (d) SXCP shall have consummatedpriced, on terms and conditions satisfactory to it, a public equity offering and a private placement of long-term debt; (e) If the SXCP has launched, prior to Closing, the tender offer contemplated by Section 2.2(d), such tender offer shall have completed and funding shall have occurred, and all deliveries required thereunder shall have been delivered; and (f) The Conflicts Committee of the Board of Directors of the General Partner shall have received the written opinion of Tudor, Pickering, Xxxx & Co. the Financial Advisor that the Consideration is fair, from a financial point of view, to SXCP and its subsidiaries taken as a whole; and (f) between the date of this Agreement and the Closing Date, there shall have been no Material Adverse Effect.

Conditions Precedent to Obligations of SXCP. The obligation of SXCP to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SXCP) at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of SC&C and SunCoke Raven Holdings contained in Article IV 3 and Article 4 of this Agreement (i) shall have been true and correct when made, (ii) that are qualified by materiality shall be true and correct on and as of the Closing as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date) and (iii) that are not qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and SC&C SunCoke shall have delivered to SXCP a certificate to such effect dated as of the Closing Date and executed on behalf of each of SC&C and SunCoke by a duly authorized officer thereof; (b) the covenants and agreements of SC&C and SunCoke Raven Holdings to be performed on or prior to the Closing shall have been duly performed in all material respects, and ; (c) SXCP shall have received a certificate to such effect dated the resignations (effective as of the Closing Date Date) of all of the directors, managers and executed officers of the Operating Company listed on behalf of each of SC&C and SunCoke by a duly authorized officer thereofSchedule 7.2(c); (cd) SXCP shall have received each of the deliveries of SC&C and SunCoke Raven Holdings set forth in Sections 2.1, 2.4 and 2.7, and such other documents or instruments as SXCP may reasonably request consistent with SC&C’s and SunCoke’s obligations under this Agreement; (d) SXCP shall have consummated, on terms and conditions satisfactory to it, a public equity offering and a private placement of long-term debtSection 2.3(a); (e) If SXCP has launched, prior to Closing, the tender offer contemplated by Section 2.2(d), such tender offer shall have completed received the title insurance policy (or marked up title insurance commitment equivalent to a policy) and funding survey in the forms described in Section 6.11 and Section 6.12; (f) SXCP shall have received evidence reasonably satisfactory to it that the Jacob Closing has occurred, including copies of all documents executed and all deliveries required thereunder shall have been delivereddelivered in connection with the Jacob Closing pursuant to the Jacob Purchase Agreement; and (fg) The Conflicts Committee of the Board of Directors of the General Partner shall have received the written opinion of Tudor, Pickering, Xxxx & Co. that the Consideration is fair, from a financial point of view, to SXCP and its subsidiaries taken as a wholeNo Material Adverse Effect has occurred.