Common use of Conditions to Obligations of Xxxx Clause in Contracts

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 contemplated by this Agreement shall be subject to satisfaction by PRC DCR of the following conditions precedent on and as of the Commencement Date: (i) PRC DCR shall have duly executed the Step-in Xxxx of Sale; (ii) DCRC PRCLLC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) PRC DCR and DCRC PRCLLC shall have duly executed the Bridging Agreement; (iv) PRC DCR 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 DCR 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 DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and PRCLLCDCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC DCRC 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 DCR shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC DCR pursuant to Section 15; (xi) All representations and warranties of PRC DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) PRC DCR 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 contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Inventory Sales Agreements shall have been duly executed and delivered by the Company and XXXX, as applicable, and, pursuant thereto, the Company and XXXX shall have transferred to Xxxx on the Commencement Date, all their respective right, title and interest in and to the Commencement Date Volumes, free and clear of all liens, other than Permitted Liens; (b) The Parties shall have agreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (c) The Guarantee shall have been duly executed and delivered to Xxxx in a form and in substance satisfactory to Xxxx; (d) The Stock Purchase Agreement shall have been duly executed and the “Closing” contemplated thereunder shall have occurred; (e) The Guarantor shall have duly executed the Step-in Xxxx of SaleFee Letter; (f) Xxxx shall have confirmed to its satisfaction that, as of the Commencement Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) DCRC confirm that this Agreement, the other Transaction Documents and PBFH the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (g) Xxxx shall have received final approvals from relevant internal committees; (h) To the extent deemed necessary or appropriate by Xxxx, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing; (i) The Company shall have duly executed and delivered the Related Agreement Storage Facilities Agreement, as set forth on Schedule AA hereto, and all other conditions to Aron’s obligations thereunder 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; (j) The Required Storage and Transportation Arrangements shall have been satisfiedduly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto; (iiik) PRC and DCRC The Company shall have duly executed and delivered the Bridging Marketing and Sales Agreement, as set forth on Schedule X hereto; (iv) PRC shall have delivered its Guaranty to Xxxx; (vl) 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 Company shall have delivered to Xxxx a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures principal executive officer of the officers of each of PBFH Company certifying as to incumbency, board approval and PRCLLC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and PRCLLC’s board authorizing the executionresolutions, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC hereundermatters; (viiim) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents and the Guarantee; no conflicts including with respect to the Existing Financing Agreements and the Stock Purchase Agreement; (n) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixo) The Refinery and the Tanks shall There must not have been affected adversely by any casualty loss event or damage, whether series of events which has had or not covered by insurance, unless such loss or damage would not reasonably be expected to have a Material Adverse Change with respect to Effect (as defined under the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStock Purchase Agreement); (xp) PRC The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant set forth on Schedule F or, in the alternative, provided Xxxx with reasonable evidence that it has otherwise complied with Article 15 below, together with a further undertaking to Section 15deliver such insurance certificates to Xxxx promptly after the Commencement Date; (xiq) The Company shall have complied in all material respects with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (r) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and (xiis) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Commencement Date.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be to consummate the Merger are subject to satisfaction by PRC of the following conditions precedent on and as of prior to the Commencement DateEffective Time: (ia) PRC That the shareholders of Xxxx, in accordance with Texas law, shall have duly executed approved the Step-in Xxxx of Sale;Merger. (iib) DCRC and PBFH That none of the shareholders of Xxxx shall have duly executed asserted dissenter's rights. (c) That the Related Agreement Boards of Directors and all other conditions to Aron’s obligations thereunder Officers of Noxso and Mergerco shall have resigned and are replaced by those designated by Xxxx. (d) That no material transactions shall have been satisfied; (iii) PRC and DCRC shall have duly executed entered into by Mergerco or Noxso other than transactions in the Bridging Agreement; (iv) PRC shall have delivered its Guaranty to Xxxx; (v) The Administrative Agent to the Revolving Credit Agreementordinary course of business since December 31, PBFH2001, 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 except for those transactions and performance of the obligations contemplated by this Agreement;. (ixe) The Refinery and That no material adverse change shall have occurred in the Tanks shall not have been affected adversely by any casualty loss financial condition of either Mergerco or damageNoxso since December 31, 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;2001. (xf) PRC That Mergerco and Noxso shall each have delivered performed and complied in all material respects with the provisions and conditions of this Agreement to Xxxx insurance certificates evidencing be performed and complied with and that the effectiveness of the insurance policies required of PRC pursuant to Section 15; (xi) All representations and warranties of PRC contained made by Mergerco and Noxso herein shall be are true and correct in all material respects on respects, both when made and as of the Commencement Date; andEffective Time. (xiig) PRC That Noxso shall have delivered complied fully with the applicable securities or "blue sky" laws of any state or other governmental body in connection with the Merger. (h) That Noxso and Mergerco shall provide to Xxxx proper notificationexecuted documentation from all persons owed funds by Noxso, exemption or resale certificates or direct pay permits which documentation shall be in form and substance satisfactory to Xxxx'x counsel, that evidence that no Liabilities exist. (i) That Xxxx shall have received an opinion from counsel to Mergerco and Noxso in substantially the form of EXHIBIT 9(H). (j) That Xxxx shall have received a good standing certificate and certified by-laws of Noxso and Mergerco as may of the date of Closing. (k) That Xxxx shall have received such other documents that it reasonably has requested. (l) Compliance with the provisions of this SECTION 9 shall be required pursuant evidenced by the certificate of the President and Secretary of Noxso and the certificate of the President and Secretary of Mergerco to Section 14.1be delivered at Closing.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: : (ia) PRC The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company 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) The Company shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (c) The Company shall have provided Xxxx evidence, in a form satisfactory to Xxxx, that the Revolving Credit Agreement was duly terminated and all liens on any crude 16 oil or products held in the Included Locations filed pursuant to the Revolving Credit Agreement have been released; (d) The Company shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of Sale; Xxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (iie) DCRC The Required Storage and PBFH 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 Related Marketing and Sales Agreement in form and in substance satisfactory to Xxxx; (g) The Company shall have provided Xxxx with evidence, in a form satisfactory to Xxxx, that the Commencement Date Volumes will be sold to Xxxx free and clear of any liens under or pursuant to the Initial Term Credit Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; the security documents related thereto; (iiih) PRC and DCRC The Company shall have duly executed the Bridging Agreement; Fee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (iv) PRC shall have delivered its Guaranty to Xxxx; (vi) 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 Company shall have delivered to Xxxx a certificate signed by the Secretary or Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate certifying as to incumbency, board approval, resolutions and other matters; (j) The Company shall have delivered to Xxxx an Assistant Secretary opinion of PBFH certifying (a) the incumbency counsel, in form and signatures substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain 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 such opinions may be delivered by PBFH or PRCLLC hereunder; Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate; (viiik) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; ; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on 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 DateStorage Facilities; 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 14.1.17

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Company Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (b) The Existing Supplier/Offtaker Inventory Sales Agreement shall have been duly executed by the Existing Supplier/Offtaker and the Company and, pursuant thereto, the Existing Supplier/Offtaker and the Company shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (c) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (d) The Company shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of SaleXxxx, full, unencumbered storage and usage rights of the Storage Facilities; (iie) DCRC and PBFH The Company shall have duly executed the Related Marketing and Sales Agreement in form and all other conditions in substance satisfactory to Aron’s obligations thereunder shall have been satisfiedXxxx; (iiif) PRC and DCRC The Company shall have duly executed the Bridging Agreement; (iv) PRC shall have delivered its Guaranty Agency Agreement in form and in substance satisfactory to Xxxx; (vg) The Administrative Agent Company shall have provided Xxxx with evidence, in a form reasonably satisfactory to Xxxx, that the Revolving Commencement Date Volumes will be sold to Xxxx free and clear of any Liens, other than Permitted S&O Liens; (h) Xxxx shall have received evidence, reasonably satisfactory to it, confirming that, as of the Commencement Date, (i) the Framework Agreement between the Company and the Existing Supplier/Offtaker has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination); (ii) the Prior ABL Credit Agreement, PBFH, DCRC, PRCLLC Agreement has been terminated and TRC all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination) and (iii) there are no other Existing Financing Agreements outstanding; (i) The Company shall have duly executed the Intercreditor AgreementFee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (vij) MSCG shall have duly executed the Payment Direction Letter[Reserved]; (viik) PRC The Company shall have delivered to Xxxx a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures appropriate officer of the officers of each of PBFH Company certifying as to incumbency, due authorization, board approval 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 hereunderresolutions; (viiil) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the General Counsel of the Company; (m) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixn) The Neither the Refinery and nor any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesIncluded Locations; (xo) PRC The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies and endorsements required of PRC pursuant to Section 15by Article 16 below; (xip) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (q) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiir) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (s) The Company shall have entered into the Lien Documents granting and perfecting in favor of Xxxx the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including (i) the filing of UCC financing statements, (ii) the submission of the Mortgage for filing with appropriate Governmental Authorities, and (iii) the delivery of any certificates and transfer instruments required pursuant under the Pledge and Security Agreement or the Equity Pledge Agreement; (t) The Company shall have duly executed the Environmental Indemnity Agreement in form and in substance satisfactory to Xxxx; (u) Xxxx shall have received written confirmation that (i) all UCC filings in favor of the Existing Supplier/Offtaker or the creditors under the Existing Financing Agreements have been authorized for termination and that applicable termination statements shall be submitted for filing upon the Commencement Date, (ii) any mortgages in favor of the Existing Supplier/Offtaker or such creditors have been authorized for release and that applicable mortgage releases shall be submitted for filing upon the Commencement Date and (iii) all liens in favor of the Existing Supplier/Offtaker or such creditors have been terminated or will be terminated upon proper filing; (v) Xxxx shall have received written confirmation that, with respect to all Governmental Accounts (i) assignment of claims in favor of Xxxx under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), in form reasonably satisfactory to Xxxx, shall have been duly executed and filed with the relevant account debtors and (ii) all assignment of claims under such Act previously filed in favor of any other party have been cancelled; (w) A report of bulk sale or transfer with respect to the transfers contemplated by the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement shall have been filed with the Hawaii Department of Taxation and Xxxx shall have received a certificate from the Hawaii Director of Taxation confirming that Xxxx, as purchaser thereunder, has no liability with respect to any Hawaii state taxes due from either of the sellers thereunder; (x) On or prior to the Commencement Date, the Company shall have provided to Xxxx an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”); and (y) Xxxx shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, (ii) the Deferral Arrangement Fee and (iii) reimbursement or payment of Aron’s estimated out-of-pocket expenses of Xxxx and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsel, experts and consultants). (z) The Initial Margin Amount shall have been posted with Xxxx as contemplated by Section 14.14.3.

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;; ny-1739899 (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.. ny-1739899

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company 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) The Company shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (c) The Company shall have provided Xxxx evidence, in a form satisfactory to Xxxx, that the Revolving Credit Agreement was duly terminated and all liens on any crude oil or products held in the Included Locations filed pursuant to the Revolving Credit Agreement have been released; (d) The Company shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of SaleXxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (iie) DCRC The Required Storage and PBFH 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 Related Marketing and Sales Agreement in form and all other conditions in substance satisfactory to Aron’s obligations thereunder shall have been satisfiedXxxx; (iiig) PRC The Company shall have provided Xxxx with evidence, in a form satisfactory to Xxxx, that the Commencement Date Volumes will be sold to Xxxx free and DCRC clear of any liens under or pursuant to the Initial Term Credit Agreement and the security documents related thereto; (h) The Company shall have duly executed the Bridging AgreementFee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (iv) PRC shall have delivered its Guaranty to Xxxx; (vi) 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 Company shall have delivered to Xxxx a certificate signed by the Secretary or an Assistant Secretary of PBFH Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate certifying (a) the incumbency as to incumbency, board approval, resolutions 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 hereundermatters; (viiij) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) PRC The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15set forth on Schedule F and otherwise comply with Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (o) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and (xiip) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company 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) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (c) The Company, PPC and certain of PPC’s Affiliates shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of SaleXxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (iid) DCRC The Required Storage and PBFH Transportation Arrangements shall have been duly executed by the Company’s Affiliates and all third parties thereto and shall have been assigned, modified and/or replaced in a manner satisfactory to Xxxx so that arrangements in form and substance similar in all material respects are in effect hereunder; (e) The Company shall have duly executed the Related Marketing and Sales Agreement in form and all other conditions in substance satisfactory to Aron’s obligations thereunder shall have been satisfiedXxxx; (iiif) PRC The Company shall have provided Xxxx with evidence, in a form satisfactory to Xxxx, that the Commencement Date Volumes will be sold to Xxxx free and DCRC PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto; (g) The Company shall have duly executed the Bridging AgreementFee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (iv) PRC shall have delivered its Guaranty to Xxxx; (vh) 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 Company shall have delivered to Xxxx a certificate signed by the Xxxxx Xxxxxxxx - Corporate Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, due authorization, board approval 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 hereunderresolutions; (viiii) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate; (j) The Company shall have delivered to Xxxx a legal opinion from its outside counsel, in form and substance satisfactory to Xxxx, that the transactions contemplated hereunder do not conflict with the obligations of the Company or PPC under agreements relating to indebtedness for borrowed money or other material agreements to which the Company or PPC is a party; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) PRC If required by Xxxx, the Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15set forth on Schedule F and otherwise comply with Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (o) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; andPORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (xiip) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein; (q) The Company shall have entered into such security agreements and other documents (the “Inventory Lien Documents”) in form and substance satisfactory to Xxxx, granting Xxxx a perfected, first priority security interest and lien on all (x) Crude Oil, Products and other hydrocarbon inventory of the Company and (y) proceeds (including accounts and cash proceeds) thereof (as further defined in the Inventory Lien Documents); and (r) The Company shall have delivered to Xxxx an acknowledgement and agreement, in form and substance reasonable acceptable to Xxxx, duly executed by PPC, (i) confirming that it is acting solely as a processor under the Tolling Agreement and that it has no ownership interest in any of the Crude Oil, Products and other hydrocarbon inventory being processed at the Refinery or being held at any other third-party locations, except that from time to time it may purchase Product from the Company at the racks for immediate resale at the point and (ii) agreeing to act in compliance with certain provisions of this Agreement with respect to the custody and handling of Crude Oil and Products.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC DCR of the following conditions precedent on and as of the Commencement Date: (i) PRC DCR shall have duly executed the Step-in Xxxx of Sale;; ny-1664023 (ii) DCRC PRCLLC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied; (iii) PRC DCR and DCRC PRCLLC shall have duly executed the Bridging Agreement; (iv) PRC DCR 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 DCR 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 DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and PRCLLCDCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC DCRC 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 DCR shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC DCR pursuant to Section 15; (xi) All representations and warranties of PRC DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xii) PRC DCR shall have delivered to Xxxx proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.. ny-1664023

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Inventory Sales Agreements shall have been duly executed and delivered by the Company and XXXX, as applicable, and, pursuant thereto, the Company and XXXX shall have transferred to Xxxx on the Commencement Date, all their respective right, title and interest in and to the Commencement Date Volumes, free and clear of all liens, other than Permitted Liens; (b) The Parties shall have agreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (c) The Guarantee shall have been duly executed and delivered to Xxxx in a form and in substance satisfactory to Xxxx; (d) The Stock Purchase Agreement shall have been duly executed and the “Closing” contemplated thereunder shall have occurred; (e) The Guarantor 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 Fee Letter; (viif) PRC Xxxx shall have delivered confirmed 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 executionits satisfaction that, 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, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (xiig) PRC Xxxx shall have delivered received final approvals from relevant internal committees; (h) To the extent deemed necessary or appropriate by Xxxx, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx proper notification, exemption or resale certificates or direct pay permits is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may be required pursuant reasonably request in order to Section 14.1.confirm the foregoing;

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Parties shall have agreed to the pricing method to be used in the Inventory Sales Agreement and the Inventory Sales Agreement, in form and in substance satisfactory to Xxxx, shall have been duly executed by the Company and, pursuant thereto, the Company shall have transferred to Xxxx all right, title and interest in and to the Commencement Date Volumes, free and clear of all Liens; (b) The Parties shall have agreed to the pricing method to be used and the form of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (c) The Standby Letter of Credit Facility Agreement shall have been executed, all documents required to perfect the security interest provided for thereunder (including UCC-1 financing statements) shall have been executed and filed and the status of such security interest as a “Revolving Lien” for purposes of the Intercreditor Agreement shall have been confirmed to the satisfaction of the initial issuer of the Standby LC and Xxxx; (d) The Standby LC shall have been issued and delivered to Xxxx; (e) The Existing Procurement Contract shall have become effective with Xxxx as a purchaser thereunder; (f) The Company shall have duly executed the Step-Storage Facilities Agreement in Xxxx of Saleform and in substance satisfactory to Xxxx; (iig) DCRC and PBFH The Company shall have duly executed the Related Marketing and Sales Agreement in form 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 in substance satisfactory to Xxxx; (vh) The Administrative Agent to UCC-1 financing statements reflecting Xxxx as owner of all Crude Oil in the Revolving Credit Agreement, PBFH, DCRC, PRCLLC Crude Storage Tanks and TRC all Products in the Product Storage Tanks shall have duly been prepared, executed the Intercreditor Agreementand filed in such jurisdictions as Xxxx shall deem necessary or appropriate; (vii) MSCG shall have duly executed the Payment Direction Letter; (vii) PRC The Company shall have delivered to Xxxx a certificate signed by the Xxxxxx X. Xxxx, Senior Vice President — Legal and Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, board approval 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 executionresolutions, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC hereundermatters; (viiij) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the Company’s general counsel; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixl) The Refinery and the Tanks Storage Facilities shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) PRC The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15set forth on Schedule F hereto and otherwise comply with Article 15 below; (xin) All representations and warranties of PRC the Company contained herein shall be true and correct in all material respects on and as of the Commencement Date; and (xiio) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Company Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (b) The Existing Supplier/Offtaker Inventory Sales Agreement shall have been duly executed by the Existing Supplier/Offtaker and the Company and, pursuant thereto, the Existing Supplier/Offtaker and the Company shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the portion of the Commencement Date Volumes subject thereto, free and clear of all Liens, other than Permitted S&O Liens; (c) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (d) The Company shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of SaleXxxx, full, unencumbered storage and usage rights of the Storage Facilities; (iie) DCRC and PBFH The Company shall have duly executed the Related Marketing and Sales Agreement in form and all other conditions in substance satisfactory to Aron’s obligations thereunder shall have been satisfiedXxxx; (iiif) PRC and DCRC The Company shall have duly executed the Bridging Agreement; (iv) PRC shall have delivered its Guaranty Agency Agreement in form and in substance satisfactory to Xxxx; (vg) The Administrative Agent Company shall have provided Xxxx with evidence, in a form reasonably satisfactory to Xxxx, that the Revolving Commencement Date Volumes will be sold to Xxxx free and clear of any Liens, other than Permitted S&O Liens; (h) Xxxx shall have received evidence, reasonably satisfactory to it, confirming that, as of the Commencement Date, (i) the Framework Agreement between the Company and the Existing Supplier/Offtaker has been terminated and all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination); (ii) the ABL Credit Agreement, PBFH, DCRC, PRCLLC Agreement has been terminated and TRC all obligations thereunder have been satisfied (other than customary indemnification and similar contingent obligations that expressly survive such termination) and (iii) there are no other Existing Financing Agreements outstanding; (i) The Company shall have duly executed the Intercreditor AgreementFee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (vij) MSCG The Company shall have duly executed the Payment Direction LetterMaster Netting Agreement in form and in substance satisfactory to Xxxx; (viik) PRC The Company shall have delivered to Xxxx a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures appropriate officer of the officers of each of PBFH Company certifying as to incumbency, due authorization, board approval 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 hereunderresolutions; (viiil) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by the General Counsel of the Company; (m) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixn) The Neither the Refinery and nor any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesIncluded Locations; (xo) PRC The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies and endorsements required of PRC pursuant to Section 15by Article 16 below; (xip) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; (q) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiir) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein; (s) The Company shall have entered into the Lien Documents granting and perfecting in favor of Xxxx the security interest and lien contemplated thereby and all actions necessary to perfect the Liens granted thereunder shall have been completed, including (i) the filing of UCC financing statements, (ii) the submission of the Mortgage for filing with appropriate Governmental Authorities, and (iii) the delivery of any certificates and transfer instruments required pursuant under the Pledge and Security Agreement or the Equity Pledge Agreement; (t) The Company shall have duly executed the Environmental Indemnity Agreement in form and in substance satisfactory to Xxxx; (u) Xxxx shall have received written confirmation that (i) all UCC filings in favor of the Existing Supplier/Offtaker or the creditors under the Existing Financing Agreements have been authorized for termination and that applicable termination statements shall be submitted for filing upon the Commencement Date, (ii) any mortgages in favor of the Existing Supplier/Offtaker or such creditors have been authorized for release and that applicable mortgage releases shall be submitted for filing upon the Commencement Date and (iii) all liens in favor of the Existing Supplier/Offtaker or such creditors have been terminated or will be terminated upon proper filing; (v) Xxxx shall have received written confirmation that, with respect to all Governmental Accounts (i) assignment of claims in favor of Xxxx under the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), in form reasonably satisfactory to Xxxx, shall have been duly executed and filed with the relevant account debtors and (ii) all assignment of claims under such Act previously filed in favor of any other party have been cancelled; (w) A report of bulk sale or transfer with respect to the transfers contemplated by the Company Inventory Sales Agreement and the Existing Supplier/Offtaker Inventory Sales Agreement shall have been filed with the Hawaii Department of Taxation and Xxxx shall have received a certificate from the Hawaii Director of Taxation confirming that Xxxx, as purchaser thereunder, has no liability with respect to any Hawaii state taxes due from either of the sellers thereunder; (x) On or prior to the Commencement Date, the Company shall have provided to Xxxx an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”); and (y) Xxxx shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, including (i) the Arrangement Fee, (ii) the Deferral Arrangement Fee and (iii) reimbursement or payment of Aron’s estimated out-of-pocket expenses of Xxxx and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsel, experts and consultants). (z) The Initial Margin Amount shall have been posted with Xxxx as contemplated by Section 14.14.3.

Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by PRC the Company of the following conditions precedent on and as of the Commencement Date: (ia) PRC The Inventory Sales Agreement shall have been duly executed by the Company and, pursuant thereto, the Company 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) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx; (c) The Company, PPC and certain of PPC’s Affiliates shall have duly executed the Step-Storage Facilities Agreement in form and in substance satisfactory to Xxxx and provided Xxxx satisfactory documentation that it has secured, for the benefit of SaleXxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks; (iid) DCRC The Required Storage and PBFH Transportation Arrangements shall have been duly executed by the Company’s Affiliates and all third parties thereto and shall have been assigned, modified and/or replaced in a manner satisfactory to Xxxx so that arrangements in form and substance similar in all material respects are in effect hereunder; PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (e) The Company shall have duly executed the Related Marketing and Sales Agreement in form and all other conditions in substance satisfactory to Aron’s obligations thereunder shall have been satisfiedXxxx; (iiif) PRC The Company shall have provided Xxxx with evidence, in a form satisfactory to Xxxx, that the Commencement Date Volumes will be sold to Xxxx free and DCRC clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto; (g) The Company shall have duly executed the Bridging AgreementFee Letter and performed any terms and conditions thereof to be performed by the Company on or before the Commencement Date; (iv) PRC shall have delivered its Guaranty to Xxxx; (vh) 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 Company shall have delivered to Xxxx a certificate signed by the Xxxxx Xxxxxxxx - Corporate Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency as to incumbency, due authorization, board approval 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 hereunderresolutions; (viiii) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate; (j) The Company shall have delivered to Xxxx a legal opinion from its outside counsel, in form and substance satisfactory to Xxxx, that the transactions contemplated hereunder do not conflict with the obligations of the Company or PPC under agreements relating to indebtedness for borrowed money or other material agreements to which the Company or PPC is a party; (k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writingthreatened, nor shall any order, judgment or decree have been issued or proposed to be 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; (ixl) The Refinery and or any of the Tanks Included Locations shall not have been affected adversely or threatened to be affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage damages would not be have a Material Adverse Change with respect to material adverse effect on the usual, regular and ordinary operations of the Refinery or the provision of the ServicesStorage Facilities; (xm) PRC If required by Xxxx, the Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15by Article 15 below; (xin) The Company shall have complied with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (o) All representations and warranties of PRC the Company and its Affiliates contained herein in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and; (xiip) PRC The Company shall have delivered to Xxxx proper notificationsuch other certificates, exemption or resale certificates or direct pay permits documents and instruments as may be required pursuant reasonably necessary to Section 14.1consummate the transactions contemplated herein; (q) The Company shall have entered into such security agreements and other documents (the “Inventory Lien Documents”) in form and substance satisfactory to Xxxx, granting Xxxx a perfected, first priority security interest and lien on all (x) Crude Oil, Products and other hydrocarbon inventory of the Company and (y) proceeds (including accounts and cash proceeds) thereof (as further defined in the Inventory Lien Documents); and (r) The Company shall have delivered to Xxxx an acknowledgement and agreement, in form and substance reasonable acceptable to Xxxx, duly executed by PPC, (i) confirming that PPC is acting solely as a processor under the Tolling Agreement and that it has no ownership interest in any of the Crude Oil, Products and other hydrocarbon inventory being processed at the Refinery or being held at any other third-party locations, except that from time to time PPC may purchase Product from the Company or Xxxx at the racks for immediate resale at the point and (ii) agreeing to act in compliance with certain provisions of this Agreement with respect to the custody and handling of Crude Oil and Products.