Common use of Conditions Precedent to Each Party’s Obligations to Closing Clause in Contracts

Conditions Precedent to Each Party’s Obligations to Closing. The respective obligations of each Party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction (or waiver) at or prior to the Closing of the following conditions precedent: (a) no Order or Law shall have been issued, enacted, entered, promulgated or enforced by any statute, rule, regulation, non-appealable judgment, court or Governmental Authority of competent jurisdiction which is in effect and prohibits or restricts the consummation of the transactions contemplated by this Agreement; (b) there shall not have been instituted, threatened or be pending any action, proceeding or investigation, whether formal or informal (or there shall not have been any material adverse development with respect to any action or proceeding currently instituted, threatened or pending), before or by any court, Governmental Authority, or by any other Person, in connection with the transactions contemplated by this Agreement that either (i) is, or is reasonably likely to be, materially adverse to the transactions contemplated by this Agreement, or (ii) will, or is reasonably likely to, prohibit, prevent, restrict or delay consummation of this Agreement; (c) all required filings with and Consents of any Governmental Authority (if any) shall have been made or obtained on terms and conditions reasonably acceptable to SXCP; (d) the Consents listed on Schedule 4.3 shall have been obtained; and (e) U.S. Steel shall have delivered to SXCP and SunCoke a counterpart of the Gateway Coke Sales Contract Amendment, duly executed by U.S. Steel.

Conditions Precedent to Each Party’s Obligations to Closing. The respective obligations of each Party party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction (or waiver) at or prior to the Closing (or the waiver by SXCP and Raven Holdings) of the following conditions precedent: (a) no Order order, decree or Law injunction shall have been issued, enacted, entered, promulgated or enforced by any statute, rule, regulation, non-appealable judgment, court or Governmental Authority of competent jurisdiction which is in effect and prohibits or restricts the consummation of the transactions contemplated by this Agreement; (b) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the Department of Justice shall have instituted, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby; (c) there shall not have been instituted, threatened or be pending any action, proceeding or investigation, whether formal or informal (or there shall not have been any material adverse development with respect to any action or proceeding currently instituted, threatened seeking to enjoin or pending), before or by any court, Governmental Authority, or by any other Person, in connection with the transactions contemplated by this Agreement that either (i) is, or is reasonably likely to be, materially adverse to restrain consummation of the transactions contemplated by this Agreement, or (ii) will, or is reasonably likely to, prohibit, prevent, restrict or delay consummation of this Agreement; (c) all required filings seeking damages in connection with and Consents of any Governmental Authority (if any) shall have been made or obtained on terms and conditions reasonably acceptable to SXCP;such transactions; and (d) each of the Required Consents listed on Schedule 4.3 shall have been obtained; and (e) U.S. Steel shall have delivered to SXCP and SunCoke a counterpart of the Gateway Coke Sales Contract Amendment, duly executed by U.S. Steel.

Conditions Precedent to Each Party’s Obligations to Closing. The respective obligations of each Party party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction (or waiver) at or prior to the Closing (or the waiver by SXCP and Raven Holdings) of the following conditions precedent: (a) no Order order, decree or Law injunction shall have been issued, enacted, entered, promulgated or enforced by any statute, rule, regulation, non-non- appealable judgment, court or Governmental Authority of competent jurisdiction which is in effect and prohibits or restricts the consummation of the transactions contemplated by this Agreement; (b) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the Department of Justice shall have instituted, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby; (c) there shall not have been instituted, threatened or be pending any action, proceeding or investigation, whether formal or informal (or there shall not have been any material adverse development with respect to any action or proceeding currently instituted, threatened seeking to enjoin or pending), before or by any court, Governmental Authority, or by any other Person, in connection with the transactions contemplated by this Agreement that either (i) is, or is reasonably likely to be, materially adverse to restrain consummation of the transactions contemplated by this Agreement, or (ii) will, or is reasonably likely to, prohibit, prevent, restrict or delay consummation of this Agreement; (c) all required filings seeking damages in connection with and Consents of any Governmental Authority (if any) shall have been made or obtained on terms and conditions reasonably acceptable to SXCP;such transactions; and (d) each of the Required Consents listed on Schedule 4.3 shall have been obtained; and (e) U.S. Steel shall have delivered to SXCP and SunCoke a counterpart of the Gateway Coke Sales Contract Amendment, duly executed by U.S. Steel.