Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC of the following conditions precedent on and as of the Commencement Date:
(i) PRC shall have duly executed the Step-in Xxxx of Sale;
(ii) DCRC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied;
(iii) PRC and DCRC shall have duly executed the Bridging Agreement;
(iv) PRC shall have delivered its Guaranty to Xxxx;
(v) The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement;
(vi) MSCG shall have duly executed the Payment Direction Letter;
(vii) PRC shall have delivered to Xxxx a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and PRCLLC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and PRCLLC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC hereunder;
(viii) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;
(ix) The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services;
(x) PRC shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15;
(xi) All representations and warranties of PRC contained herein shall be true and correct in all material respects on and as of the Commencement Date; and
(xii) PRC shall have delivered to Xxxx proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.
Conditions to Obligations of Xxxx. The obligations of XXXX to consummate the Closing are subject to the satisfaction (or, to the extent permissible, waiver) of the following conditions:
Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by the Original Inventory Intermediation Agreements shall be subject to satisfaction by (i) DCRC and PBFH of the conditions precedent set forth in Section 2.6.1 of the Original DCRC Inventory Intermediation Agreement and (ii) PRC and PBFH of the conditions precedent set forth in Section 2.6.1 of the Original PRC Inventory Intermediation Agreement, in each case, on and as of the Commencement Date. The Parties acknowledge and agree that such conditions precedent have been satisfied as of the Commencement Date.
Conditions to Obligations of Xxxx. The obligations of XXXX under this Agreement are subject to the fulfillment, at or prior to the Closing, of the following conditions, any one or more of which may be waived by XXXX in its sole discretion:
Conditions to Obligations of Xxxx. The obligation of Xxxx to effect the Merger is also subject to the satisfaction or waiver by Xxxx at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by the Company of the following conditions precedent on and as of the Commencement Date:
(a) The Inventory Sales Agreement shall have been duly executed by ARKS and, pursuant thereto, ARKS shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of all Liens;
(b) ARKS and Xxxx shall have agreed to the form and substance of the Step- Out Inventory Sales Agreement;
(c) [Reserved];
(d) The Company shall have duly executed the Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it or its Affiliate has secured, for the benefit of Xxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks;
(e) The Required Storage and Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto;
(f) The Company shall have duly executed the Marketing and Sales Agreement in form and in substance satisfactory to Xxxx; (g) [Reserved];
Conditions to Obligations of Xxxx. The obligations of XXXX hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by XXXX in its sole discretion).
Conditions to Obligations of Xxxx. The obligations of Xxxx under this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by Xxxx. The waiver of any of the following conditions in order to close the transaction will not constitute a waiver or forfeiture of Xxxx’x right to indemnification for A-G Tech’s failure to fulfill such condition.
Conditions to Obligations of Xxxx. The obligations of Xxxx to effect --------------------------------- the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions unless waived by Xxxx:
Conditions to Obligations of Xxxx. The obligations of Xxxx to perform --------------------------------- this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Xxxx pursuant to Section 11.6(b) of this Agreement:
