Common use of Conditions to Obligations of the Partnership Clause in Contracts

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 occurrence of a Material Adverse Effect.

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 obtained 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 occurrence of a Material Adverse Effect; and (h) the Partnership shall have received the Borrowed Funds and consummated the transactions related thereto.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate redeem the transactions contemplated by this Agreement Redemption Units on the Initial Closing Date and the Additional Closing Date 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 The closings contemplated in Section 4 of the PBF Approvals Underwriting Agreement shall have been madeoccurred with respect to the Primary Units or the Option Units, given or obtained, including any approvals and consents required by the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring)as applicable; (b) each The Holder shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Initial Closing Date or the Additional Closing Date, as applicable; (c) 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 Initial Redemption or the Additional Redemption, as applicable; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holder contained in this Agreement and in any certificate or other writing delivered by the Holder pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the ClosingInitial Closing Date or the Additional Closing Date, as applicable, 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;and (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 The Partnership shall have received an executed counterpart of each a certificate signed by a duly authorized officer of the other Transaction Documents Holder to the effect set forth in clauses (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and b) and (gd) the Restructuring has been consummated without the occurrence of a Material Adverse Effectabove.

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 obtained 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 Section 8.1(b) and Section 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 occurrence of a Material Adverse Effect; and (h) the Partnership shall have received the Equity Proceeds and the Borrowed Funds and consummated the transactions related thereto.

Conditions to Obligations of the Partnership. The obligation obligations of the Partnership to consummate the transactions contemplated by this Agreement is are subject to the satisfaction or waiver by the Partnership, on or prior to the Closing Date, of each 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 the Purchasers set forth in this Agreement shall be true and correct in all respects (disregarding any materiality or similar qualifier (including through the use of any defined term containing any such qualifier)), in each case, (i) as of the date of this Agreement and as of the Closing as though made at and as of the Closing, as if made at and as of that time other than unless such representations and warranties that expressly address matters only as of a certain date, relate to an earlier date (in 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 case they shall be true and correct as of such earlier date) and (ii) except where a failure to be so true and correct has not had a Transaction Material Adverse Effect with respect to the ClosingPurchasers; (b) the Purchasers shall not have materially breached any obligations and agreements required to be performed and complied with by them on or prior to the Closing Date, as if made at and as of except for any such breach that time.has not had a Transaction Material Adverse Effect with respect to the Purchasers; (c) PBF Energy each Purchaser shall have performed or complied in all material respects with all of delivered a counterpart, duly executed by such Purchaser, to the covenants Amended and agreements required by this Agreement to be performed or complied with by it at or before the ClosingRestated Registration Rights Agreement; (d) PBF Energy each Purchaser shall have delivered to the Partnership a certificate certificate, duly executed by an executive officer of such Purchaser, dated as of the Closing Date, certifying to the effect that each of the conditions specified in Sections 8.1(bSection 6.2(a) and 8.1(cSection 6.2(b) have been fulfilled;satisfied; and (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 Purchasers shall have delivered each document required to be delivered by them to the Partnership under this Agreement), signed by Agreement and each PBF Transaction Document Party thereto; and (g) the Restructuring has been consummated without the occurrence of a Material Adverse EffectPurchaser shall have paid its Purchase Price.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate redeem the transactions contemplated by this Agreement Redemption Units on the Initial Closing Date and the Additional Closing Date 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 The closings contemplated in Section 4 of the PBF Approvals Underwriting Agreement shall have been madeoccurred with respect to the Primary Units or the Option Units, given or obtained, including any approvals and consents required by the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring)as applicable; (b) each The Holder shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Initial Closing Date or the Additional Closing Date, as applicable; (c) 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 Initial Redemption or the Additional Redemption, as applicable; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holder contained in this Agreement and in any certificate or other writing delivered by the Holder pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the ClosingInitial Closing Date or the Additional Closing Date, as applicable, 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;and (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 The Partnership shall have received an executed counterpart of each a certificate signed by a duly authorized officer of the other Transaction Documents Holder to the effect set forth in clauses (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and b) and (gd) the Restructuring has been consummated without the occurrence of a Material Adverse Effectabove.

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 necessary filings with and consents, approvals, licenses, Permits, and orders of any Governmental Authority required by Law for the consummation of the PBF Approvals transactions contemplated in this Agreement shall have been mademade and obtained (or any applicable waiting period shall have expired), given other than those that do not or would not reasonably be expected to result in Losses to Augusta. The Proppants Approvals, Acquisition Co. Approvals and the Partnership Approvals shall have been made or obtained, including any approvals and consents required by other than those that do not or would not reasonably be expected to result in material Losses to the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring)Partnership, Proppants or Acquisition Co.; (b) each of (i) the representations Proppants Fundamental Representations and warranties of PBF Energy contained Warranties and the representation set forth in this Agreement Section 4.5 shall be true and correct in all respects as of the date of this Agreement and 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 date) and warranties, except where the failure of such (ii) all other representations and warranties to be so true and correct would not reasonably be expected to have, individually or of Proppants contained in the aggregate, a Material Adverse Effect; provided, however, the Fundamental Representations of PBF Energy this Agreement shall be true and correct in all respects (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time.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), except where the failure of such representations, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to Augusta; (c) PBF Energy Proppants 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 Proppants shall have delivered to the Partnership a certificate dated the Closing Date, certifying that the conditions specified in Sections 8.1(bSection 9.3(b) and 8.1(cSection 9.3(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 therewithhereby; (f) the Partnership Proppants shall have received an executed counterpart of each of delivered or caused to be delivered the other Transaction Documents (Closing deliverables set forth in addition to this AgreementSection 2.2(b), signed by each PBF Transaction Document Party thereto; and (g) Acquisition Co. shall have obtained funds necessary to pay the Restructuring has been consummated without the occurrence of a Material Adverse EffectCash Consideration.

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 obtained in order to consummate the transactions contemplated hereby (including the RestructuringPBF Distributions); (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(bSection 7.1(b) and 8.1(cSection 7.1(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; andEnergy or its Affiliates (as applicable); (g) the Restructuring has PBF Distributions have been consummated without the occurrence of a Material Adverse Effect; and (h) the Partnership shall have received the Equity Proceeds and the Borrowed Funds and consummated the transactions related thereto.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate redeem the transactions contemplated by this Agreement Units on a Closing Date hereunder 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 The closing contemplated in Section 3 of the PBF Approvals Underwriting Agreement shall have been madeoccurred (including, given or obtainedin the case of the Additional Units, including any approvals and consents required by a closing with respect to the HSR Act in order to consummate the transactions contemplated hereby (including the RestructuringOption Units); (b) each The Holder shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (c) 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 Redemption; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holder contained in this Agreement and in any certificate or other writing delivered by the Holder pursuant hereto shall be true in all material respects at and correct as of the ClosingClosing Date, 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;and (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 The Partnership shall have received an executed counterpart of each a certificate signed by a duly authorized officer of the other Transaction Documents Holder to the effects set forth in clauses (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and b) and (gd) the Restructuring has been consummated without the occurrence of a Material Adverse Effectabove.

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 obtained in order to consummate the transactions contemplated hereby (including the Restructuring)hereby; (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 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 Section 8.1(b) and Section 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;; and (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 occurrence of a Material Adverse Effect.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate purchase the transactions contemplated by this Agreement Units on the applicable Closing Date 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 With respect to the Primary Units, the closing contemplated in Section 2 of the PBF Approvals Underwriting Agreement shall have been madeoccurred and, given or obtainedwith respect to the Additional Units, including any approvals and consents required by the HSR Act closing contemplated in order to consummate Section 3 of the transactions contemplated hereby (including the Restructuring)Underwriting Agreement shall have occurred; (b) each The Holders shall have performed in all material respects all of their obligations hereunder required to be performed by it on or prior to the Offering Closing Date and the Option Holder shall have performed in all material respects all of their obligations hereunder required to be performed by it on or prior to the Option Closing Date; (c) 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 transactions contemplated hereby; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holders contained in this Agreement and in any certificate or other writing delivered by the Holders pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the ClosingOffering Closing Date, as if made at and as of that time such date; and (e) With respect to the Additional Units, the representations and warranties of the Option Holder contained in this Agreement and in any certificate or other than writing delivered by the Option Holder pursuant hereto shall be true in all material respects (except for such representations and warranties that expressly address matters only as of shall be qualified by a certain datemateriality standard, 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 in all respects) at and as of the ClosingOption Closing Date, as if made at and as of that timesuch date. (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 occurrence of a Material Adverse Effect.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate redeem the transactions contemplated by this Agreement Redemption Units on the Option Closing Date 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 The closing of the PBF Approvals sale of Option Units, as contemplated in Section 4 of the Underwriting Agreement, shall 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)occurred; (b) each The Holder shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Option Closing Date; (c) 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 Redemption; provided, however, that the parties hereto shall use commercially reasonable efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holder contained in this Agreement and in any certificate or other writing delivered by the Holder pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the ClosingOption Closing Date, 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;and (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 The Partnership shall have received an executed counterpart of each a certificate signed by a duly authorized officer of the other Transaction Documents Holder to the effect set forth in clauses (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and b) and (gd) the Restructuring has been consummated without the occurrence of a Material Adverse Effectabove.

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:Partnership (with the approval of the Conflicts Committee): (a) all necessary filings with and consents, approvals, licenses, Permits, and orders of any Governmental Authority required by Law for the consummation of the PBF Approvals transactions contemplated in this Agreement shall have been mademade and obtained (or any applicable waiting period shall have expired), given other than those that do not or would not reasonably be expected to result in Losses to Xxxxx. The Proppants Approvals and the Partnership Approvals shall have been made or obtained, including any approvals and consents required by other than those that do not or would not reasonably be expected to result in material Losses to the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring)Partnership or Proppants; (b) each of (i) the representations Proppants Fundamental Representations and warranties of PBF Energy contained Warranties and the representation set forth in this Agreement Section 4.5 shall be true and correct in all respects as of the date of this Agreement and 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 date) and warranties, except where the failure of such (ii) all other representations and warranties to be so true and correct would not reasonably be expected to have, individually or of Proppants contained in the aggregate, a Material Adverse Effect; provided, however, the Fundamental Representations of PBF Energy this Agreement shall be true and correct in all respects (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time.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), except where the failure of such representations, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to the Partnership; (c) PBF Energy Proppants 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 Proppants shall have delivered to the Partnership a certificate dated the Closing Date, certifying that the conditions specified in Sections 8.1(bSection 9.3(b) and 8.1(cSection 9.3(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 therewithhereby; (f) the Partnership Proppants shall have received an executed counterpart of each of delivered or caused to be delivered the other Transaction Documents (Closing deliverables set forth in addition to this AgreementSection 2.2(b), signed by each PBF Transaction Document Party thereto; and (g) the Restructuring has been Partnership shall have consummated without the occurrence of a Material Adverse EffectEquity Financing.

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: Partnership (with the approval of the Conflicts Committee): (a) all necessary filings with and consents, approvals, licenses, Permits, and orders of any Governmental Authority required by Law for the consummation of the PBF Approvals transactions contemplated in this Agreement shall have been mademade and obtained (or any applicable waiting period shall have expired), given other than those that do not or would not reasonably be expected to result in Losses to Xxxxx. The Proppants Approvals and the Partnership Approvals shall have been made or obtained, including any approvals and consents required by other than those that do not or would not reasonably be expected to result in material Losses to the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring); Partnership or Proppants; (b) each of (i) the representations Proppants Fundamental Representations and warranties of PBF Energy contained Warranties and the representation set forth in this Agreement Section 4.5 shall be true and correct in all respects as of the date of this Agreement and 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 date) and warranties, except where the failure of such (ii) all other representations and warranties to be so true and correct would not reasonably be expected to have, individually or of Proppants contained in the aggregate, a Material Adverse Effect; provided, however, the Fundamental Representations of PBF Energy this Agreement shall be true and correct in all respects (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time. 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), except where the failure of such representations, individually 27 or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to the Partnership; (c) PBF Energy Proppants 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 Proppants shall have delivered to the Partnership a certificate dated the Closing Date, certifying that the conditions specified in Sections 8.1(bSection 9.3(b) and 8.1(cSection 9.3(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; hereby; (f) Proppants shall have delivered or caused to be delivered the Closing deliverables set forth in Section 2.2(b); and (g) the Partnership shall have received an executed counterpart of each of consummated 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 occurrence of a Material Adverse Effect.Equity Financing. ARTICLE X INDEMNIFICATION Section 10.1

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 necessary filings with and consents, approvals, licenses, Permits, and orders of any Governmental Authority required by Law for the consummation of the PBF Approvals transactions contemplated in this Agreement shall have been mademade and obtained, given other than those that do not or would not reasonably be expected to result in Losses to Augusta. The Proppants Approvals, the Partnership Approvals and the Augusta Approvals shall have been made or obtained, including any approvals and consents required by other than those that do not or would not reasonably be expected to result in material Losses to Augusta or the HSR Act in order to consummate the transactions contemplated hereby (including the Restructuring)Partnership; (b) each of (i) the representations Proppants Fundamental Representations and warranties of PBF Energy contained Warranties and the representation set forth in this Agreement Section 4.6 shall be true and correct in all respects as of the date of this Agreement and 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 date) and warranties, except where the failure of such (ii) all other representations and warranties to be so true and correct would not reasonably be expected to have, individually or of Proppants contained in the aggregate, a Material Adverse Effect; provided, however, the Fundamental Representations of PBF Energy this Agreement shall be true and correct in all respects (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time.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), except where the failure of such representations, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect with respect to Augusta; (c) PBF Energy Proppants 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 Augusta 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; (e) Proppants shall have delivered to the Partnership a certificate dated the Closing Date, certifying that the conditions specified in Sections 8.1(b), 8.1(c) and 8.1(c8.1(d) have been fulfilled; (ef) 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 theretohereby; and (g) Proppants shall have delivered or caused to be delivered the Restructuring has been consummated without Closing deliverables set forth in Section 2.5(b). (h) Augusta shall have delivered the occurrence of a Material Adverse EffectClosing deliverables set forth in Section 2.5(d).

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 occurrence of a Material Adverse Effect.

Conditions to Obligations of the Partnership. The obligation of the Partnership to consummate redeem the transactions contemplated by this Agreement Units hereunder 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 The closings contemplated in (i) Section 4 of the PBF Approvals Equity Underwriting Agreement and (ii) Section 3 of the Purchase Agreement shall 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)consummated; (b) each The Holder shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (c) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding shall be pending or threatened by any court or governmental or regulatory agency or body, and no such court or governmental or regulatory agency or body shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent consummation of the Redemption; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (d) The representations and warranties of PBF Energy the Holder contained in this Agreement and in any certificate or other writing delivered by the Holder pursuant hereto shall be true in all material respects at and correct as of the ClosingClosing Date, 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;and (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 The Partnership shall have received an executed counterpart of each a certificate signed by a duly authorized officer of the other Transaction Documents Holder to the effects set forth in clauses (in addition to this Agreement), signed by each PBF Transaction Document Party thereto; and b) and (gd) the Restructuring has been consummated without the occurrence of a Material Adverse Effectabove.