Common use of CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY Clause in Contracts

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment or waiver (other than the conditions set forth in subsections (a) and (b) of this Section 7.1) at or prior to the Closing Date of the following conditions: (a) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States which prohibits the consummation of the transactions contemplated hereby; (b) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; (c) The Partnership Agreement shall be amended in form and substance reasonably acceptable to Seller and Buyer and duly executed by the requisite general partners; and (i) The Operating Agreement shall be terminated (without any liability to Seller, Tuscarora Gas Operating Company or their Affiliates) and (ii) the Partnership and Tuscarora Gas Operating Company shall have executed and delivered to each other customary mutual releases pursuant to which their respective obligations and liabilities under the Operating Agreement (other than any obligations and liabilities under Section 5.01 and Section 5.02 thereof and other than any amounts due and owing under the Operating Agreement as of such termination) are forever released and discharged.

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment or waiver (other than the conditions set forth in subsections (a) and (b) of this Section 7.1) at or prior to the Closing Date of the following conditions: (a1) The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; (2) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby or by the Ancillary Agreements shall have been issued and remain in effect (each party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States which prohibits the consummation of the transactions contemplated herebyhereby or by the Ancillary Agreements; (b3) The All federal, state and local government consents and approvals required for the consummation of the transactions contemplated hereby or by the Ancillary Agreements, including, without limitation, the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, shall have become Final Orders (a "Final Order" for purposes of this Agreement means a final order after all opportunities for rehearing are exhausted (whether or not any appeal thereof is pending) that has not been revised, stayed, enjoined, set aside, annulled or suspended, with respect to which any required waiting period has expired; and as to which all conditions to effectiveness prescribed therein or otherwise by law, regulation or order have been satisfied) with such terms and conditions as shall have been imposed by the Governmental Authority issuing such Final Order; provided that such Final Orders shall not have imposed terms and conditions which would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition or physical condition of the Purchased Assets; (4) All consents and approvals required under the HSR Act applicable terms of any note, bond, mortgage, indenture, contract or other agreement to which the Seller or the Buyer, or any of their subsidiaries, is a party for the consummation of the transactions contemplated hereby shall have expired been obtained, other than those (i) which if not obtained, would not, in the aggregate, have a Material Adverse Effect, or (ii) for which an agreement which is described in the last sentence of Section 7.6(b) hereof has been terminated; (c) The Partnership Agreement shall be amended in form and substance reasonably acceptable to Seller and Buyer and duly executed by the requisite general partnersentered into; and (i5) The Operating Agreement shall be terminated (without any liability to Seller, Tuscarora Gas Operating Company or their Affiliates) and (ii) the Partnership and Tuscarora Gas Operating Company There shall have executed and delivered to each other customary mutual releases pursuant to been no changes in applicable Laws, judgements, orders or decrees which their respective obligations and liabilities under would, in the Operating Agreement (other than any obligations and liabilities under Section 5.01 and Section 5.02 thereof and other than any amounts due and owing under aggregate, have a material adverse effect on the Operating Agreement as business, results of such termination) are forever released and dischargedoperations, financial condition or physical condition of the Purchased Assets.

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment or waiver (other than the conditions set forth in subsections (a) and (b) of this Section 7.1) at or prior to the Closing Date Effective Time of the following conditions: (a) No preliminary or permanent injunction or To the extent required by applicable Law, each of the Sellers and the Buyer and any other order or decree by any federal or state court which prevents Person (as defined in the consummation of HSR Act) required in connection with the transactions contemplated hereby shall have been issued to file a Notification and remain in effect (each party agreeing Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the United States which prohibits the consummation of the transactions contemplated hereby; (b) The waiting period under the HSR Act shall have made such filing and all applicable waiting periods with respect to the consummation of the transactions contemplated hereby each such filing (including any extensions thereof) shall have expired or been terminated; (b) To the extent required by applicable Law, each of the Sellers and the Buyer and any other Person required in connection with the transactions contemplated hereby to file any filings with any Government entity outside the U.S. shall have made such filings and such Government entities outside the U.S. shall have approved or cleared all such filings; (c) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or Government entity which prohibits the consummation of the transactions contemplated hereby substantially on the terms contemplated hereby or has the effect of making the acquisition of the Fastener Business by the Buyer or any of its Affiliates illegal; (d) The Partnership transactions contemplated by this Agreement shall be amended in form and substance reasonably acceptable to Seller and Buyer and duly executed by have received the requisite general partnersvote required for the Shareholder Approval; and (ie) The Operating Agreement shall be terminated (without any liability to Seller, Tuscarora Gas Operating Company or their Affiliates) and (ii) the Partnership and Tuscarora Gas Operating Company Parent shall have executed repaid that certain indebtedness described in Section 5.14(b) in the manner set forth and delivered to each other customary mutual releases pursuant to which their respective obligations and liabilities under in accordance with the Operating Agreement (other than any obligations and liabilities under provisions of Section 5.01 and Section 5.02 thereof and other than any amounts due and owing under the Operating Agreement as 5.14(b). Table of such termination) are forever released and discharged.Contents

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment or waiver (other than the conditions set forth in subsections (a) and (b) of this Section 7.1) at or prior to the Closing Date Effective Time of the following conditions: (a) No preliminary or permanent injunction or To the extent required by applicable law, each of the Seller and the Buyer and any other order or decree by any federal or state court which prevents person (as defined in the consummation of HSR Act) required in connection with the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to the HSR Act shall have made such filing and all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated. (b) To the extent required by applicable law, each of the Seller and the Buyer and any other person required in connection with the transactions contemplated hereby to file all necessary filings with any Governmental Entity outside the U.S. and such Governmental Entities outside the U.S. shall have approved or cleared such filing and all such approvals or clearances shall have been issued and remain in effect received. (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree liftedc) and no No statute, rule rule, regulation, executive order, decree, ruling or regulation injunction shall have been enacted enacted, entered, promulgated or enforced by any state or federal government or Governmental Authority in the United States Entity which prohibits the consummation of the transactions contemplated hereby;hereby substantially on the terms contemplated hereby or has the effect of making the acquisition of the Nonwovens Business by the Buyer or any of its affiliates illegal. (bd) The waiting period under Seller and the HSR Act applicable to Buyer, respectively, shall have timely made all filings and obtained all permits, authorizations, consents or approvals required in connection with the consummation of the transactions contemplated hereby shall by this Agreement, except to the extent that the failure to obtain any such permits, authorizations, consents or approvals would not have expired or been terminated; (c) The Partnership Agreement shall be amended in form and substance reasonably acceptable to Seller and Buyer and duly executed by the requisite general partners; and (i) The Operating Agreement shall be terminated (without any liability to Seller, Tuscarora Gas Operating Company or their Affiliates) and (ii) the Partnership and Tuscarora Gas Operating Company shall have executed and delivered to each other customary mutual releases pursuant to which their respective obligations and liabilities under the Operating Agreement (other than any obligations and liabilities under Section 5.01 and Section 5.02 thereof and other than any amounts due and owing under the Operating Agreement as of such termination) are forever released and dischargeda Material Adverse Effect.