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

Conditions to the Partnership’s Obligations. 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 (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 transactions contemplated in this Agreement shall have been made and obtained (or any applicable waiting period shall have expired), other than those that do not or would not reasonably be expected, in the aggregate, to have a material adverse effect on OpCo or the Partnership; (b) (i) the Fundamental Representations of OpCo set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c), and Section 3.2(d)(i) and (ii) 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) and (ii) all other representations and warranties of OpCo contained in this Agreement shall be true and correct in all material 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 (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); (i) the Fundamental Representations of Westlake set forth in Section 3.3(a) and Section 3.3(b) 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) and (ii) all other representations and warranties of Westlake contained in this Agreement shall be true and correct in all material 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 (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); (d) (i) OpCo 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 and (ii) Westlake 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) OpCo shall have delivered a certificate dated the Closing Date, certifying that the conditions specified in Section 5.1(b) and Section 5.1(d)(i) have been fulfilled; (f) Westlake shall have delivered a certificate dated the Closing Date, certifying that the conditions specified in Section 5.1(c) and Section 5.1(d)(ii) have been fulfilled; (g) 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; (h) OpCo and Westlake shall have delivered or caused to be delivered the Closing deliverables set forth in Section 2.2(c) and Section 2.2(d); and (i) the Partnership shall have consummated the Equity Financing.

Conditions to the Partnership’s Obligations. 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 (with the approval conditions as of the Conflicts Committee):Closing Date: (a) all necessary filings with The representations and consents, approvals, licenses, permits, warranties of Buyer and orders of any Governmental Authority required by Law for the consummation of the transactions contemplated in this Agreement shall have been made and obtained (or any applicable waiting period shall have expired), other than those that do not or would not reasonably be expected, in the aggregate, to have a material adverse effect on OpCo or the Partnership; (b) (i) the Fundamental Representations of OpCo set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c), and Section 3.2(d)(i) and (ii) Merger Sub contained herein shall be true and correct in all respects (without giving effect to any materiality or similar qualification) at and as of the date of this Agreement and as of the Closing, as if made at and as of that time the Closing Date as though then made (other than such those representations and warranties that expressly address matters only made as of a certain particular date, which need only be true as of such certain date) and (ii) all other representations and warranties of OpCo contained in this Agreement shall be true and correct at and as of such date), except where the failure of such representations and warranties to be so true and correct would not, in the aggregate, be materially adverse to the ability of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement; (b) Each of Buyer and Merger Sub shall have performed in all material 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 (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); (i) the Fundamental Representations of Westlake set forth in Section 3.3(a) and Section 3.3(b) 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) and (ii) all other representations and warranties of Westlake contained in this Agreement shall be true and correct in all material 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 (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); (d) (i) OpCo 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 under this Agreement at or before the Closing and (ii) Westlake shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement prior to be performed or complied with by it at or before the Closing; (c) The Related Transactions shall have occurred; (d) The applicable waiting period under the HSR Act shall have expired or have been terminated; (e) OpCo No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any material part of the transactions contemplated hereby, declare void or unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) Buyer and Merger Sub, as the case may be, shall have delivered to the Partnership each of the following: (i) a certificate in the form set forth as Exhibit C, dated the Closing Date, certifying stating that the conditions specified in Section 5.1(bsubsections 3.02(a) and Section 5.1(d)(i(b) above have been fulfilledsatisfied; (fii) Westlake shall have delivered certified copies of the resolutions duly adopted by its board of directors (or equivalent governing body), authorizing its execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a certificate dated party, and the Closing Date, certifying that consummation of all transactions contemplated hereby and thereby; (iii) evidence of the conditions specified continuation of the insurance described in Section 5.1(c7.02(b) below; and (iv) the solvency opinion referred to in Section 7.04 below, in form and Section 5.1(d)(ii) have been fulfilled;substance reasonably acceptable to the Partnership. (g) 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; (h) OpCo and Westlake Buyer shall have delivered or caused to be delivered the consideration contemplated by Section 2.06(b). If the Closing deliverables occurs, all closing conditions set forth in this Section 2.2(c) and Section 2.2(d); and (i) 3.02 which have not been fully satisfied as of the Partnership Closing shall be deemed to have consummated been fully waived by the Equity FinancingPartnership.

Conditions to the Partnership’s Obligations. The obligation obligations of the Partnership to consummate effect the transactions contemplated by this Agreement is hereby shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Partnership (with the approval of the Conflicts Committee):conditions precedent: (ai) all necessary filings with The representations and consents, approvals, licenses, permits, warranties of each Holder and orders of any Governmental Authority required by Law for the consummation of the transactions contemplated Recipient contained in this Agreement shall have been made and obtained (or any applicable waiting period shall have expired), other than those that do not or would not reasonably be expected, in the aggregate, to have a material adverse effect on OpCo or the Partnership; (b) (i) the Fundamental Representations of OpCo set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c), and Section 3.2(d)(i) and (ii) 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) and (ii) all other representations and warranties of OpCo contained in this Agreement shall be true and correct in all material respects (disregarding all qualifications as to materiality and material adverse effect and qualifications of similar import contained therein) as of on the date of this Agreement such representations and warranties were made, and on and as of the Closing, Closing Date (as defined below) as if made at on 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); (i) the Fundamental Representations of Westlake set forth in Section 3.3(a) and Section 3.3(b) 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) and (ii) all other representations The obligations of each Holder and warranties of Westlake Recipient contained in this Agreement shall be true and correct in all material 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 (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); (d) (i) OpCo shall have been duly 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 on or before the Closing Date and (ii) Westlake no such Holder or Recipient shall have performed or complied breached any of its covenants contained herein in all any 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 Closingrespect; (eiii) OpCo shall have delivered a certificate dated the Closing DateNo order, certifying that the conditions specified in Section 5.1(b) and Section 5.1(d)(i) have been fulfilled; (f) Westlake shall have delivered a certificate dated the Closing Date, certifying that the conditions specified in Section 5.1(c) and Section 5.1(d)(ii) have been fulfilled; (g) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment stay, decree or other restraining order shall have been enacted, entered, promulgated, promulgated or enforced or issued by any Governmental Authority, court of competent jurisdiction or other legal restraint or prohibition preventing governmental entity that prohibits the consummation of the transactions contemplated hereby shall be in effecthereby, and no investigation, action litigation or governmental proceeding before a Governmental Authority seeking such an order shall have been instituted be pending or threatened challenging or seeking to restrain or prohibit the transactions contemplated herebythreatened; (hiv) OpCo and Westlake The Offering Closing shall have delivered or caused to be delivered occurring concurrently with the Closing deliverables set forth in Section 2.2(c) and Section 2.2(d(or the Closing shall occur prior to, but be conditioned upon the immediate subsequent occurrence of, the Offering Closing); and (iv) Each Holder or Recipient shall have executed and delivered to the Partnership shall have consummated a lock-up agreement in the Equity Financingform attached hereto as Exhibit B. Any or all of the foregoing conditions may be waived by the Partnership in its sole and absolute discretion.

Conditions to the Partnership’s Obligations. 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 (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 transactions contemplated in this Agreement shall have been made and obtained (or any applicable waiting period shall have expired), other than those that do not or would not reasonably be expected, in the aggregate, to have a material adverse effect on OpCo or the Partnership; (b) (i) the Fundamental Representations of OpCo set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c3.2(b), and Section 3.2(d)(i) and (ii) 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) and (ii) all other representations and warranties of OpCo contained in this Agreement shall be true and correct in all material 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 (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); (i) the Fundamental Representations of Westlake set forth in Section 3.3(a) and Section 3.3(b) 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) and (ii) all other representations and warranties of Westlake contained in this Agreement shall be true and correct in all material 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 (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); (d) (i) OpCo 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 and (ii) Westlake 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) OpCo shall have delivered a certificate dated the Closing Date, certifying that the conditions specified in Section 5.1(b) and Section 5.1(d)(i) have been fulfilled; (f) Westlake shall have delivered a certificate dated the Closing Date, certifying that the conditions specified in Section 5.1(c) and Section 5.1(d)(ii) have been fulfilled; (g) 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;; and (h) OpCo and Westlake shall have delivered or caused to be delivered the Closing deliverables set forth in Section 2.2(c) and Section 2.2(d); and (i) the Partnership shall have consummated the Equity Financing.