Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Partnership:
(a) all of the PBF Approvals have been made, given or obtained, including any approvals and consents required by the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring);
(b) each of the representations and warranties of PBF Energy contained in this Agreement shall be true and correct 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 and warranties, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, the Fundamental Representations of PBF Energy shall be true and correct as of the Closing, as if made at and as of that time.
(c) PBF Energy 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 it at or before the Closing;
(d) PBF Energy shall have delivered to the Partnership a certificate dated the Closing Date, certifying that the conditions specified in Sections 8.1(b) and 8.1(c) have been fulfilled;
(e) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the transactions contemplated hereby or to recover damages in connection therewith;
(f) the Partnership shall have received an executed counterpart of each of the other Transaction Documents (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and
(g) the Restructuring has been consummated without the occurren...
Conditions to Obligations of the Partnership. The obligation of the Partnership to effect the Merger and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date are further subject to satisfaction of the following:
Conditions to Obligations of the Partnership. Section 7.03 CONDITIONS TO OBLIGATION OF THE REIT, THE OPERATING PARTNERSHIP AND MERGER SUB.
Conditions to Obligations of the Partnership. The obligation of the Partnership to redeem the Option Units on the Option Closing Date is subject to the satisfaction of the following conditions:
(i) The closing contemplated in Section 2 of the Underwriting Agreement shall have occurred with respect to the Option Units;
(ii) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding is then pending or threatened by any court or Governmental Entity, and no such court or Governmental Entity shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent consummation of the Option Redemption; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed;
(iii) The representations and warranties of the Initial Limited Partners contained in Section 16.3 and in any certificate or other writing delivered by the Initial Limited Partners pursuant hereto shall be true in all material respects at and as of the Option Closing Date, as if made at and as of such date.
Conditions to Obligations of the Partnership. Notwithstanding any other provision of this Agreement, the obligations of the Partnership to effect the transactions contemplated by this Agreement shall be subject to the fulfillment of the condition that the agreements and covenants of the General Partner to be complied with or performed pursuant to the terms hereof shall have been duly complied with or performed.
Conditions to Obligations of the Partnership. The obligations of the Partnership to effect the Merger shall be subject to the fulfillment at or prior to the Closing of each of the following conditions:
Conditions to Obligations of the Partnership. The obligations of the Partnership to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Partnership in writing), at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Partnership. 30 ARTICLE IX INDEMNIFICATION
Conditions to Obligations of the Partnership. The obligation of the Partnership to deliver the applicable portion of Redemption Consideration to the Redeemed Limited Partner at any Closing is subject to the fulfillment (or waiver by the Partnership), before or at the time of the applicable Closing, of each of the following conditions:
(a) All of the parties to the Concurrent Redemption Agreement shall have executed and delivered the Concurrent Redemption Agreement.
(b) All of the conditions set forth in Section 5 of the Concurrent Redemption Agreement for each Closing (as defined in the Concurrent Redemption Agreement) shall have been fulfilled (or waived by the Partnership). The transactions contemplated herein for the First Closing Date, Second Closing Date and Third Closing Date shall only occur concurrently with the transactions contemplated for the First Closing Date, Second Closing Date and Third Closing Date, respectively, under the Concurrent Redemption Agreement.
(c) All of the parties to that certain Membership Interest Purchase Agreement by and among the members of the General Partner (the “MIPA”), the form of which is attached hereto as Exhibit C, shall have executed and delivered the MIPA. The transactions contemplated herein for the First Closing Date shall occur concurrently with the transactions contemplated for the closing defined under the MIPA.
(d) The representations made by the Redeemed Limited Partner in this Agreement shall be true and correct when made and at the time of the applicable Closing.
(e) The Redeemed Limited Partner shall have duly performed and complied in all material respects with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by the Redeemed Limited Partner before the applicable Closing.
(f) All of the parties to that certain Nonjudicial Settlement Agreement Regarding the Cloud L. Xxxx, Xx. Gift Trust dated November 1, 2012 (the “NJSA”), the form of which is attached hereto as Exhibit D, shall have executed and delivered the NJSA.
Conditions to Obligations of the Partnership. The obligations of the Partnership to consummate the transactions contemplated by this Agreement are subject to the fulfillment, or written waiver by the Partnership, of each of the following conditions.
(a) The Company's representations and warranties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; and the Partnership shall have received a certificate, dated as of the Closing Date, from the Company, signed by an authorized representative to the foregoing effect; and
(b) No action or proceeding shall have been instituted or threatened for the purpose or with the probable or reasonably likely effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof.