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

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreementsagreement, all in form and substance as set forth in Exhibits A, E and F Exhibit C attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i6.1(e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Ultimate Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and Agreement, the Indemnification and Guaranty Agreement, and Paramont Service Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E E, H and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i6.1(e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Ultimate Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E A and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i6.1(e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party the Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no claim, legal action, suit, proceedinglitigation, orderarbitration, decree dispute, investigation, proceeding or injunction Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, ; (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; or (iii) affects adversely the right of the Buyer to own the Purchased Assets or and to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services AgreementCompany, the Cooperation Agreement Seller and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (ec) PCC the Seller shall have obtained, or caused to have been obtained, the consents listed in SECTION 3.2 of the Disclosure Schedule (e)(i) and PCC the Seller shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused If Seller is unable to have been obtained, obtain the consents listed in on SECTION 3.2 of the Disclosure Schedule (e)(iiafter having met its obligations under this SECTION 7.1(C) and Buyer shall have provided such paymentsunder SECTIONS 3.2 and 6.4, guarantees and/or assurances as may Buyer's sole recourse will be reasonably required termination of this Agreement pursuant to obtain all such consentsARTICLE XI.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party the Sellers, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no claim, legal action, suit, proceedinglitigation, orderarbitration, decree dispute, investigation, proceeding or injunction Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, ; (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; or (iii) materially and adversely affects adversely the right of the Buyer to own the Purchased Assets or and to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement Sellers and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (ec) PCC the Sellers shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i) and PCC shall have provided Section 3.2 of the Disclosure Statement; provided, however, that if Sellers are unable to such payments as may consents after having met their obligations under Section 6.3, Buyer’s sole recourse will be reasonably required termination of this Agreement pursuant to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consentsArticle XI.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreementsagreement, all in form and substance as set forth in Exhibits A, E and F Exhibit C attached hereto and the same shall be in full force and effect; (c) all All other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i6.1(e)(i) and PCC shall have provided such payments and/or assurances as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) any applicable waiting period under the HSR Act shall have expired or been terminated; (b) all Approvals listed on Schedules 3.3(b) and 4.3(b) (other than in the case of Approvals of third parties in which Genworth has offered to provide to Buyer substantially similar benefits pursuant to Section 5.3(d)except where the provision of such substantially similar benefits would disadvantage the Stock Sale Companies in any meaningful way or except for the Contracts set forth on Schedule 6.2, for which no actionsubstantially similar substitute shall be permitted) shall have been obtained and this Agreement and the consummation of the transactions contemplated hereby shall have been approved by the insurance regulatory authorities or Governmental Authorities of the Required Jurisdictions (or shall not have been disapproved by such authorities and the time period during which such authorities may, suitunder applicable Law, proceedingdisapprove this Agreement and the consummation of such transactions shall have lapsed) and the parties shall have received reasonably satisfactory evidence of such Approvals (or non-disapprovals); (c) no Law, order, decree or injunction shall have been commencedenacted, threatened entered or entered enforced by or before any Governmental Authority that remains in force and that (i) prohibits, prohibits or seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, restrain the consummation of the transactions contemplated by this Agreement; provided, (ii) seeks however, that the parties hereto shall use their commercially reasonable efforts to have any such Law, order, decree or imposes relief that causes injunction revoked, vacated or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement;reversed; and (d) PCC and Genworth and, if applicable, the Buyer shall have executed and delivered delivered, or caused to each other have been executed or delivered, the Ancillary Agreements and all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. 4.1 The respective obligations obligation of each party the Sellers to consummate the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction at (or waiver by the Sellers) of the following conditions on or prior to the Closing Date: (i) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, as of and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); and (ii) the Sellers shall have received their pro-rata portion of the Purchase Price. 4.2 The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by the Purchaser) of the following conditions precedent: on or prior to the Closing Date: (ai) no actionthe representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, suit, proceeding, order, decree or injunction as of and with reference to the Closing (except to the extent such representations and warranties specifically relate to a prior date); (ii) Dale Frey shall have been commenced, threatened or entered by or before any Governmental Authority that remains elected to the Company's Board of Directors in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, ▇▇▇▇▇▇▇▇ce with the consummation terms of the transactions contemplated Management Rights Letter by this Agreement, (ii) seeks or imposes relief that causes or would cause any of and among the transactions contemplated by this Agreement to be rescinded following consummation, or Company and the Purchaser in substantially the form attached hereto as EXHIBIT C; (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i) and PCC Company shall have provided such payments the Purchaser with an executed Registration Rights Agreement by and among the Company and the Purchaser in substantially the form attached hereto as may be reasonably required to obtain all such consents. Buyer EXHIBIT D, and (iv) the Purchaser shall have obtained, or caused to have been obtained, received from the consents listed Seller certificates registered in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consentsthe name of the Purchaser representing the Shares.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Ultimate Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and Agreement, the Indemnification and Guaranty Agreement, and the D-R Service Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E F, G and F H attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(i6.1(e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule (e)(ii6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The respective All obligations of each party to consummate the transactions contemplated by this Agreement parties hereunder are subject to the satisfaction fulfillment, prior to or at the Closing, of each of the following conditions: a Each party shall have obtained all requisite internal corporate approvals and all consents which may be required from its shareholders and/or board of directors in order to fully perform its obligations hereunder; b The representations, warranties and covenants of the parties contained in this Agreement shall be true and correct in all material respects at the Closing Date; c Each party shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at Closing; d Each party shall have been furnished with a certificate of the appropriate officers of the other parties hereto, dated the Closing Date, certifying to the best of their knowledge, in such detail as the receiving Party may reasonably request, the fulfillment of the conditions set forth in this Section 5.4; e All of the agreements and other documents to be concluded and/or delivered by the parties prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction and attached hereto as appendices shall have been commencedmutually agreed upon and shall have been executed at Closing; f Each party shall have been furnished with an opinion satisfactory to it of counsel for the other parties hereto dated the Closing Date, threatened and addressed to the receiving party, to the effect that: i The party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized and incorporated. ii The execution, delivery and performance by such party of this Agreement, and the sale, transfer, conveyance, assignment and deliveries contemplated hereby, have been duly authorized by all requisite corporate action; this Agreement constitutes the valid and binding obligation of such party, enforceable in accordance with its terms (subject to limitations as to enforceability which might result from bankruptcy, insolvency or entered other similar laws affecting creditors' rights generally); and all other actions and proceedings required by law or by the provisions of this Agreement to be taken by such party prior to the Closing Date in connection with this Agreement have been duly and validly taken. g It shall have received from its counsel approval with respect to all legal matters in connection with this Agreement, including specifically assurances satisfactory to it that nothing contained herein shall constitute a violation of any indenture agreement pursuant to which it has issued publicly held bonds or any credit or loan agreement, and there shall have been furnished to its counsel by the other parties such corporate and other records and information as they may reasonably have requested for such purposes; h It shall have received from the other parties prior to the Closing Date a list of all actions, suits or proceedings which are pending, against or with respect to, or which may have a material adverse effect upon, the technology to be made available to NagraStar pursuant to the Kudelski Agreements; and no material suit, action or other proceeding shall be pending before any Governmental Authority that remains court or governmental agency in force and that (i) prohibits, seeks which it is sought to prohibit, restrain or imposes prohibit or seeks substantial to obtain damages or other relief in connection with, with this Agreement or the consummation of the transactions contemplated hereby; i All authorizations, consents, waivers, approvals or other action required in connection with the execution, delivery and performance of this Agreement by the other parties and the consummation by the other parties of the transactions contemplated hereby, shall have been duly obtained and shall be in form and substance satisfactory to the receiving party's counsel; j All filings with any governmental department, agency or instrumentality which are reasonably required in connection with the transactions contemplated by this Agreement, (ii) seeks and all required governmental consents and approvals, including the expiration of any notice periods or imposes relief that causes extensions thereof without objection by any governmental department or would cause any of the transactions contemplated by this Agreement agency to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including will have been at Closing completed or obtained by the documents provided in Section 5.6 hereof; and (e) PCC parties together or by the party obligated to complete such filing or obtain such consent and written evidence thereof shall have obtained, or caused been delivered to have been obtained, the consents listed in Schedule (e)(i) such party; and PCC k Each party shall have provided conducted its business pending Closing strictly in accordance with Section 5.3 hereof. No party hereto shall be obligated, in the event it is advised by its counsel in accordance with Subsection (g) above that any term of this Agreement constitutes a violation of any of any indenture, credit or loan agreements, to seek consents or waivers from any trustee or third party lender under such payments as may agreements, and such party shall be reasonably required entitled to obtain all such consents. Buyer shall have obtained, or caused terminate this Agreement pursuant to have been obtained, the consents listed in Schedule (e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consentsSection 5.5 hereof.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party the Sellers, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no claim, legal action, suit, proceedinglitigation, orderarbitration, decree dispute, investigation, proceeding or injunction Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, ; (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; or (iii) affects adversely the right of the Buyer to own the Purchased Assets or and to operate the Business on or after the Closing Date; (b) PCC Parentthe Company, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services Agreement, the Cooperation Agreement Seller and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (ec) PCC each Seller shall have obtained, or caused to have been obtained, the consents listed in SECTION 3.2 of the Disclosure Schedule (e)(i) and PCC the Sellers shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused If Seller is unable to have been obtained, obtain the consents listed in on SECTION 3.2 of the Disclosure Schedule (e)(iiafter having met its obligations under this SECTION 7.1(c) and Buyer shall have provided such paymentsunder SECTIONS 3.2 and 6.4, guarantees and/or assurances as may Buyer's sole recourse will be reasonably required termination of this Agreement pursuant to obtain all such consentsARTICLE XI.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party the Seller, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no claim, legal action, suit, proceedinglitigation, orderarbitration, decree dispute, investigation, proceeding or injunction Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, ; (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; or (iii) affects adversely the right of the Buyer to own the Purchased Assets or and to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Administrative Services AgreementCompany, the Cooperation Agreement Seller and the Indemnification and Guaranty Agreement and any other documentation required in all transactions contemplated or covered by all such agreements, all in form and substance as set forth in Exhibits A, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof; and (ec) PCC the Seller shall have obtained, or caused to have been obtained, the consents listed in SECTION 3.2 of the Disclosure Schedule (e)(i) and PCC the Seller shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused If Seller is unable to have been obtained, obtain the consents listed in on SECTION 3.2 of the Disclosure Schedule (e)(iiafter having met its obligations under this SECTION 7.1(c) and Buyer shall have provided such paymentsunder SECTIONS 3.2 and 6.4, guarantees and/or assurances as may Buyer's sole recourse will be reasonably required termination of this Agreement pursuant to obtain all such consentsARTICLE XI.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party the AMCI Parties, on the one hand, and the Company and the FRC Parties, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree proceeding or injunction Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, prohibit or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer the Company to own the Purchased Assets Contributed Interests or to operate the Business on or after the Closing Date; (b) PCC Parentthe Persons required by Section 2.7(h), PCC(i), Buyer (n), (o) and Buyer's Parent shall have executed and delivered (p) to each other party thereto execute the Cooperation Agreement, the Administrative Services Agreement, the Cooperation Agreement and Merger Documents, the Indemnification and Guaranty Pledge Agreement, the Escrow Agreement and any other documentation required in all transactions contemplated or covered by all such agreementsagreements and documents shall have executed and delivered to each other party thereto such agreements and other documentation, all in form and substance as set forth in relevant Exhibits Aor as agreed to be the Parties, E and F attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with Company, the transactions contemplated by this Agreement; (d) PCC AMCI Parties and Buyer the FRC Parties shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement, including the documents provided in Section 5.6 hereof2.7; and (ed) PCC the AMCI Parties shall have obtained, or caused to have been obtained, the consents listed in Section 7.1(d)(i) of the AMCI Disclosure Schedule (e)(i) and PCC the AMCI Parties shall have provided such payments as may be reasonably required to obtain all such consents. Buyer The FRC Parties shall have obtained, or caused to have been obtained, the consents listed in Section 7.1(d)(ii) of the AMCI Disclosure Schedule (e)(ii) and Buyer the FRC Parties shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.; (e) the Company and each of ▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall have executed and delivered the Company Employment Agreement; (f) the AMCI Parties listed as signatories of the Company Agreement and the FRC Parties shall have executed and delivered the Company Agreement; (g) the AMCI Parties listed as signatories of the Member Agreement and the FRC Parties shall have executed and delivered the Member Agreement; and (h) The Company shall have received the financing necessary to consummate the transactions contemplated by this Agreement and to fund the working capital needs of the Company, on terms and conditions no less favorable to the Company than those specified on Exhibit J.