Common use of Conditions to Each Party’s Obligation to Effect the Mergers Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under Law) at or prior to the Effective Time of the following conditions: (a) The Requisite Unitholder Approval shall have been obtained in accordance with Law and the Organizational Documents by the Partnership; (b) No injunction, order or decree by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect, no Law shall have been adopted or be effective, and no agreement with any Governmental Entity shall be in effect, in each case that prohibits, prevents or makes unlawful the consummation of the Mergers or the other transactions contemplated by this Agreement; (c) All waiting periods or any timing agreement (or other written commitment with any Governmental Entity not to close before a certain date) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (d) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC; (e) The Combined Consent Statement/Prospectus shall have been mailed to all holders of Partnership Common Units following effectiveness of the Form S-4 and at least 20 days prior to the Closing Date; and (f) Parent and the Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) or other nationally recognized tax counsel reasonably satisfactory to Parent and the Partnership (which Parent and the Partnership agree for the purposes of this Section 6.1(f) shall include ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”)), dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (B) at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (C) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (or such other counsel, as applicable) shall be entitled to receive and rely upon the Parent Tax Certificates, the Partnership Tax Certificates and any other representations, warranties and covenants of the officers of Parent, the Partnership and any of their respective Affiliates as to such matters as such counsel may reasonably request.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations obligation of each party to effect the Mergers shall be subject to the fulfillment (or waiver by all parties, (subject to the extent permissible under LawApplicable Laws) at or prior to the Effective Time Closing Date of the following conditions: (a) The Requisite Unitholder ▇▇▇▇▇▇ Stockholder Approval shall have been obtained in accordance with Law and the Organizational Documents by the Partnershipobtained; (b) No injunction, order or decree by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue Any waiting period applicable to be in effect, no Law shall have been adopted or be effective, and no agreement with any Governmental Entity shall be in effect, in each case that prohibits, prevents or makes unlawful the consummation of the Mergers or the other transactions contemplated by this Agreement; (c) All waiting periods or any timing agreement (or other written commitment with any Governmental Entity not to close before a certain date) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated;. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (d) The Form S-4 shall have been declared become effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 with respect thereto shall have been issued by the SEC be in effect and no proceedings proceeding for that purpose shall have been initiated or threatened by be pending before the SEC;. (e) The Combined Consent Statement/Prospectus ▇▇▇▇▇▇ shall have been mailed to all holders of Partnership Common Units following effectiveness obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the Form S-4 and at least 20 days prior ▇▇▇▇▇▇ Credit Agreement, to the Closing Date; andMergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) Parent and the Partnership The Exchange Financing shall have received an opinion been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ & and ▇▇▇▇▇▇ L.L.P. in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (“h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ & shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇”) or other nationally recognized tax counsel reasonably satisfactory to Parent , the Board of Directors of Holdco, and the Partnership (which Parent and the Partnership agree for the purposes Board of this Section 6.1(f) shall include ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”)), dated as Directors of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (B) at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (C) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ (or such other counsel, as applicable) shall and Holdco will be entitled to receive and rely upon the Parent Tax Certificates, the Partnership Tax Certificates and any other representations, warranties and covenants of the officers of Parent, the Partnership and any of their respective Affiliates as to such matters as such counsel may reasonably requestSolvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Requisite Unitholder Approval shall have been obtained in accordance with applicable Law and the Partnership Organizational Documents by the PartnershipDocuments; (b) No injunction, order or decree by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect, no Law shall have been adopted or be effective, and no agreement with any Governmental Entity shall be in effect, in each case that prohibits, prevents or makes unlawful the consummation of the Mergers or the other transactions contemplated by this Agreement; (c) All waiting periods or (and any timing agreement (or other written commitment with any Governmental Entity not to close before a certain dateextensions thereof) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (d) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC; (e) The Combined Consent Statement/Prospectus shall have been mailed to all holders of Partnership Common Units following effectiveness of the Form S-4 and at least 20 days prior to the Closing Date; and (f) Parent and the Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) or other nationally recognized tax counsel reasonably satisfactory to Parent and the Partnership (which Parent and the Partnership agree for the purposes of this Section 6.1(f) shall include ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”)), dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (B) at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (CB) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (or such other counsel, as applicable) shall be entitled to receive and rely upon the Parent Tax CertificatesCertificate, the Partnership Tax Certificates Certificate and any other representations, warranties and covenants of the officers of Parent, Parent and the Partnership and any of their respective Affiliates affiliates, which for the avoidance of doubt, for purposes of this Section 6.1(e), shall include the Sponsors, as to such matters as such counsel may reasonably request; and (f) The Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) dated as of the Closing Date to the effect that at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be entitled to receive and rely upon the Partnership Tax Certificate, the Parent Tax Certificate and any other representations, warranties and covenants of officers of the Partnership and any of its respective affiliates, which, for the avoidance of doubt, for purposes of this Section 6.1(f), shall include the Sponsors, as to such matters as such counsel may reasonably request.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party the Company and SCCII, on the one hand, and Parent and the Merger Subs, on the other hand, to effect consummate the Mergers shall be are subject to the fulfillment satisfaction (or waiver by all partiesthe Company, to Parent and the extent Merger Subs, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Requisite Unitholder the Required Stockholder Approval shall have been obtained in accordance with Law and the Organizational Documents by the Partnershipobtained; (b) No injunction, order or decree by any court or other no Governmental Entity of competent having jurisdiction over the Company, Parent or any Merger Sub shall have been enacted, issued, promulgated, enforced or entered and shall continue to be any Law then in effecteffect or issued an order, no Law shall have been adopted decree or be effectiveruling or taken any other material action, and no agreement with enjoining or otherwise prohibiting consummation of any Governmental Entity shall be in effectof the Mergers substantially on the terms contemplated by this Agreement, in each case whether temporary, preliminary or permanent; provided that prohibitsany Law, prevents order, decree or makes unlawful ruling with respect to foreign Antitrust Laws other than those set forth on Section 7.1(c) of the Company Disclosure Schedule shall be disregarded for purposes of this Section 7.1(b); (c) the waiting period (and any extensions thereof) applicable to the consummation of the Mergers or the other transactions contemplated by this Agreement; (c) All waiting periods or any timing agreement (or other written commitment with any Governmental Entity not to close before a certain date) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or otherwise been terminated, and the Foreign Antitrust Approvals set forth on Section 7.1(c) of the Company Disclosure Schedule shall have been obtained, and (ii) the Regulatory Approvals shall have been received or obtained by the applicable Person; provided, that this condition will be deemed to be satisfied with respect to the required FINRA approval if, prior to the end of the 30-day period after the initial FINRA filing is submitted (or, if such filing is rejected pursuant to NASD Rule 1017(d), prior to the end of the 30-day period after an amended filing is accepted by FINRA), FINRA has not directed the parties not to complete the sale of the Company Broker-Dealer (or, if such a direction is issued, it no longer is in effect); (d) The the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC;, and the Consent Solicitation Statement/Prospectus contained therein shall have been sent to the holders of Consolidated Capital Stock not less than the period prior to the Effective Time required by General Instruction A.2 to Form S-4; and (e) The Combined Consent Statement/Prospectus the Parent Common Stock issuable in the Mergers shall have been mailed to all holders authorized for listing on the NYSE upon official notice of Partnership Common Units following effectiveness of the Form S-4 and at least 20 days prior to the Closing Date; and (f) Parent and the Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) or other nationally recognized tax counsel reasonably satisfactory to Parent and the Partnership (which Parent and the Partnership agree for the purposes of this Section 6.1(f) shall include ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. (“▇▇▇▇▇ ▇▇▇▇▇”)), dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (B) at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (C) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (or such other counsel, as applicable) shall be entitled to receive and rely upon the Parent Tax Certificates, the Partnership Tax Certificates and any other representations, warranties and covenants of the officers of Parent, the Partnership and any of their respective Affiliates as to such matters as such counsel may reasonably requestissuance.