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

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and (d) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock Market.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation obligations of each party Weyerhaeuser and WRECO to proceed with effect the Closing is REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver (or, to the extent permitted by each of the parties to this Agreement (subject to applicable lawsLaw, waiver) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement Parent Stockholder Approval shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or any waiting period (and any extension thereof) applicable to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions under the HSR Act shall have been made terminated or shall have expired, and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental AuthorityApprovals under any other Review Law, or other legal restraint or prohibition preventing the absence of which would prohibit the consummation of the Transactions, shall be have been obtained or made; (c) no court of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still in effect; andeffect and prohibits, enjoins or makes illegal the consummation of the Transactions; (d) the New Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order; (e) the shares of Parent Common Units Stock to be issued in the Merger and upon exercise of the Parent Equity Awards from time to time shall have been approved for listing upon quotation on the NYSE, subject to official notice of issuance on The Nasdaq Stock Marketissuance; and (f) WRECO shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and shall have received the net proceeds thereof.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; (d) EXLP Operating shall have access to funds (on terms reasonably acceptable to the Conflicts Committee in its sole discretion) sufficient to repay the Assumed Debt; and (de) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock Market.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all All necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated;. (b) all All necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions;. (c) no No party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and. (d) EXLP Operating shall have access to funds (on terms reasonably acceptable to the Conflicts Committee in its sole discretion) sufficient to repay the Assumed Debt. (e) The New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock Market.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party Party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement Parties (subject to applicable lawsLaws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents (other than Customary Post-Closing Consents) of any Governmental Authority required for the consummation of the transactions contemplated in by this Agreement and the other Transaction Documents shall have been made and obtained; provided, all waiting periods with respect however, that, prior to filings made with Governmental Authorities in contemplation of invoking this condition, the consummation of the transactions described herein invoking party shall have expired used commercially reasonable efforts to make or been terminatedobtain such filings and consents; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party Party shall be subject to any decree, final non-appealable order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents and no statute, rule, regulation, order, decree or injunction Law enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactionstransactions contemplated by this Agreement and the other Transaction Documents, shall be in effect; and (dc) the New Common Units shall have been approved for listing upon on The New York Stock Exchange, subject to official notice of issuance on The Nasdaq Stock Marketissuance.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation obligations of each party Party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject Parties(subject to applicable lawsLaws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in by this Agreement and the other Transaction Documents shall have been made and obtained; provided, all waiting periods with respect however, that, prior to filings made with Governmental Authorities in contemplation of invoking this condition, the consummation of the transactions described herein invoking party shall have expired used commercially reasonable efforts to make or been terminatedobtain such filings and consents; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party Party shall be subject to any decree, order or injunction Order of a court of competent jurisdiction that prohibits the consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents and no statute, rule, regulation, order, decree or injunction Law enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactionstransactions contemplated by this Agreement and the other Transaction Documents, shall be in effect; and; (dc) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq New York Stock MarketExchange; and (d) Western shall have received from an independent appraiser or other expert a written certificate or opinion, in compliance with section 314 of the Trust Indenture Act of 1939, as amended, stating that the release of the Contributed Assets under the NTI Indenture will not impair the security under the NTI Indenture in contravention of the provisions thereof.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all All necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated;. (b) all All necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions;. (c) no No party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and. (d) OLP shall have access to funds (on terms reasonably acceptable to the Conflicts Committee in its sole discretion) sufficient to retire and repay the Assumed Debt. (e) MLP and MLP LP LLC shall have agreed upon the number of MLP common units that will constitute the New Common Units shall have been approved for listing upon notice and the terms of the issuance on The Nasdaq Stock Marketof those units.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party Party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement Parties (subject to applicable lawsLaws) on at or prior to the Closing Date of all of the following conditions: (a) the Contributor and the Acquirer shall have performed or complied with, in all necessary filings with material respects, the covenants and consents of any Governmental Authority required for the consummation of the transactions contemplated agreements contained in this Agreement shall have been made and obtained, all waiting periods required to be performed or complied with respect by it at or prior to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminatedClosing; (b) (i) the Fundamental Representations shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) in all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation respects as of the Transactions date of this Agreement and the Closing with the same effect as though made at and as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) the other representations and warranties of the Contributor and Acquirer made in this Agreement shall have been be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the date of this Agreement and the Closing with the same effect as though made at and obtainedas of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (ii) where the failure of such representations and warranties to so obtain does be true and correct would not reasonably be expected to have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the TransactionsEffect; (c) no party the Contributor and Acquirer shall be subject to any decree, order have delivered or injunction of a court of competent jurisdiction that prohibits caused the consummation delivery of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be Closing deliverables set forth in effectSection 7.2; and (d) between the New Common Units date hereof and the Closing Date, there shall not have been approved for listing upon notice of issuance on The Nasdaq Stock Marketa Material Adverse Effect.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Restated Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all All necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Restated Agreement shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated;. (b) all All necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions;. (c) no No party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and. (d) UCLP Operating shall have access to funds (on terms reasonably acceptable to the Conflicts Committee in its sole discretion) sufficient to retire and repay the Assumed Debt. (e) MLP and MLP LP LLC shall have agreed upon the number of MLP common units that will constitute the New Common Units shall have been approved for listing upon notice and the terms of the issuance on The Nasdaq Stock Marketof those units.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with effect the Closing is Transactions shall be subject to the satisfaction at or waiver by prior to the Effective Time of each of the parties to this Agreement (subject to applicable laws) following conditions, any and all of which may be waived in whole or in part by the Company or the Purchaser, as the case may be, on or prior to the Closing Date of all of to the following conditionsextent permitted by applicable law: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement The Stockholder Approval shall have been made obtained in accordance with the DGCL and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation the Company's Certificate of the consummation of the transactions described herein shall have expired or been terminated;Incorporation and By-Laws. (b) all necessary consentsNo statute, waivers, conditions precedent rule or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions regulation shall have been made enacted or promulgated by any Governmental Entity and obtainedno injunction, except where the failure to so obtain does not have a Material Adverse Effect temporary restraining order, writ, decree or Recipient Material Adverse Effect or materially impair the ability order of the parties to consummate the Transactions; (c) no party shall be subject to any decree, order or injunction nature of a court of competent jurisdiction shall be in effect enjoining, restraining or otherwise precluding consummation of any of the Transactions contemplated hereby; provided, in the case of a decree, injunction or other order, each of the parties shall have used their commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that prohibits may be entered. (c) Any applicable waiting period (and any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated and no action by the Department of Justice or FTC challenging or seeking to enjoin the consummation of any of the Transactions contemplated hereby shall have been instituted and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; andpending. (d) the New Common Units The Company shall have received the opinion of Commerce Capital Markets, dated as of the date of the Proxy Statement (the "Fairness Opinion"), to the effect that, as of such date, the Merger Consideration to be received by the holders of the Shares is fair to the holders of the Shares from a financial point of view and the Fairness Opinion shall not have been approved for listing upon notice of issuance on The Nasdaq Stock Marketwithdrawn, revoked or annulled or adversely modified in any material respect through the Effective Time.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement Transactions shall have been made and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein Transactions shall have expired or been terminated; (b) all necessary consents, waivers, conditions precedent or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and (d) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock NASDAQ Global Select Market.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party Party to proceed with the Closing is subject to the satisfaction or waiver by each of the parties to this Agreement Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated in by this Agreement shall have been made and obtained; provided, all waiting periods with respect however, that, prior to filings made with Governmental Authorities in contemplation of invoking this condition, the consummation of the transactions described herein invoking Party shall have expired used commercially reasonable efforts to make or been terminatedobtain such filings and consents for which it is responsible; (b) all necessary consentsany applicable waiting period under the HSR Act, waiversincluding any extension, conditions precedent shall have expired or similar transfer restrictions held by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions;earlier terminated; and (c) no party action or proceeding shall have been threatened or pending by any Governmental Authority (and not subsequently dismissed, or settled or otherwise terminated) against any Party or their respective Affiliates seeking to restrain or prevent the consummation of any portion of the transactions contemplated by this Agreement; and (d) no Party shall be subject to any decree, order or injunction of a court of competent jurisdiction that prohibits the consummation of the Transactions transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactionstransactions contemplated by this Agreement, shall be in effect; and (d) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock Market.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation obligations of each party to proceed with effect the Closing is Transactions shall be subject to the satisfaction or waiver by each of the parties to this Agreement (subject to applicable laws) on fulfillment at or prior to the Closing Date of all of the following conditions: (a) all necessary filings with this Agreement, the Plan of Merger and consents of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement Transactions shall have been made approved and obtained, all waiting periods with respect to filings made with Governmental Authorities in contemplation adopted by the Board of Directors of the consummation Buyer, the Board of Directors of Merger Sub, the sole shareholder of Merger Sub, the Board of Directors of the transactions described herein shall have expired or been terminatedSeller, the Shareholders and the Board of Directors of NTS-Inc.; (b) all necessary consents, waivers, conditions precedent no preliminary or similar transfer restrictions held by permanent injunction or to be granted other order or decree by any third partyfederal or state court or other legal restraint or prohibition which prevents the consummation of the Transactions shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, other than order or decree lifted); (c) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Transactions; and (d) all Governmental Authority, Authorizations legally required for the consummation of the Transactions shall have been made obtained and obtainedbe in effect at the Closing Date, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions; (c) no and all other third party shall be subject to any decreeconsents, order or injunction of a court of competent jurisdiction that prohibits orders and approvals legally required for the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and (d) the New Common Units shall have been approved for listing upon notice of issuance on The Nasdaq Stock Marketobtained or become final orders.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation obligations of each party to proceed with effect the Closing is Transactions shall be subject to the satisfaction fulfillment or waiver by each of the parties to this Agreement Solstice and Glass (subject to applicable lawsApplicable Law) on at or prior to the Closing Date of all of the following conditions: (a) all necessary filings with and consents of any Governmental Authority required for the consummation Each of the transactions contemplated in this Agreement Required Solstice Stockholder Approval and the Required Glass Stockholder Approvals shall have been made and obtained, all . (b) Any mandatory waiting periods with respect to filings made with Governmental Authorities in contemplation of period under the consummation of HSR Act or the transactions Antitrust Laws described herein on Schedule 7.1(b) shall have expired or been terminated; (b) all necessary consents, waivers, conditions precedent and any approvals required or similar transfer restrictions held deemed advisable by or to be granted by any third party, other than any Governmental Authority, required for the consummation of the Transactions parties under such Antitrust Laws shall have been made and obtained, except where the failure to so obtain does not have a Material Adverse Effect or Recipient Material Adverse Effect or materially impair the ability of the parties to consummate the Transactions;. (c) no party None of the parties hereto shall be subject to any decree, order or injunction of a court any Governmental Authority of competent jurisdiction that which prohibits or makes unlawful the consummation of the Transactions and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the Transactions, shall be in effect; and. (d) the New Common Units The Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceedings for that purpose shall have been approved commenced or threatened by the SEC. (e) The shares of Company Common Stock to be issued pursuant to the Transactions shall have been authorized for listing upon on the NASDAQ, subject to official notice of issuance on issuance. (f) The Nasdaq Stock MarketCompany Certificate of Incorporation shall have been filed with the Secretary of State of the State of Delaware and shall be effective in accordance with the DGCL.