Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents. (b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and (c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.
Appears in 4 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable lawsLaws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party party shall have used commercially reasonable efforts to make or obtain such filings and consents.;
(b) no Party shall be subject to any decree, order or injunction Order of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby by this Agreement and the other Transaction Documents and no statute, rule, regulation, order, decree or injunction Law enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement and the other Transaction Documents, shall be in effect;
(c) the consents listed on Schedule 6.1(c) shall have been obtained; and
(cd) the New Common Units shall have been approved for listing upon notice of issuance on the NYSEThe New York Stock Exchange.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Alon USA Energy, Inc.), Contribution, Conveyance and Assumption Agreement (Western Refining, Inc.)
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.;
(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and
(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.
(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and;
(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.
(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and;
(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSEThe New York Stock Exchange.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp)
Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each Party to proceed with the Closing is subject to the satisfaction or waiver by US-DOCS\70615498.10 each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions:
(a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents.;
(b) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement, shall be in effect; and
(c) the New Common Units shall have been approved for listing upon notice of issuance on the NYSE.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Phillips 66 Partners Lp), Contribution, Conveyance and Assumption Agreement