Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (cv) The closing of If the Acquisition Purchased Units are sold under the Registration Statement, the Registration Statement shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement be effective and no stop-orders shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingissued.

Mutual Conditions. The obligations respective obligation of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by or before any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Substantially contemporaneous with the Closing, MarkWest shall consummate the American Central Acquisition; (iv) MarkWest and the Prior Rights Holders shall have delivered amendments to the Prior Registration Rights Agreements; and (cv) The closing of Common Units comprising the Acquisition shall have occurredPurchased Units have, or shall occur concurrently with subject to issuance, been approved for listing on the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingAmerican Stock Exchange.

Mutual Conditions. The obligations respective obligation of the Buyer and each party of the Sellers to consummate the purchase and issuance and sale contribution of the Purchased Class B Membership Interests by the Sellers, and the issuance of the Common Units and payment of cash by Buyer as contemplated in Section 2.1 above shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or promulgatedadopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action shall have been takenaction, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of competent jurisdiction such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that temporarilyprior to invoking this condition, preliminarily or permanently restrainseach party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, precludesand all other consents, enjoins or otherwise prohibits approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or makes the transactions contemplated hereby illegaltheir Affiliates shall have been made or obtained; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition Buyer and Hydrocarbon shall have occurred, or shall occur concurrently with closed the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingMerger.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The the closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, Closing in which case all conditions set forth in Article 8 Section 7.3 (Conditions to Obligations of Purchaser) of the Contribution Acquisition Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions to Buckeye Atlantic Holdings LLC’s obligations shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The obligations respective obligation of the Buyer and each party of the Sellers to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or promulgatedadopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action shall have been takenaction, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of competent jurisdiction such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that temporarilyprior to invoking this condition, preliminarily or permanently restrainseach party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, precludesand all other consents, enjoins or otherwise prohibits approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or makes the transactions contemplated hereby illegaltheir Affiliates shall have been made or obtained; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition Buyer and Hydrocarbon shall have occurred, or shall occur concurrently with closed the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingMerger.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing a notification form and supporting documentation, if any, related to the Common Units issuable on conversion of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Purchased Units shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently filed with the ClosingNASDAQ.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units and the Warrants shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party either Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There any waiting period under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated; (iii) there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (civ) The closing of Atlas shall have consummated or shall expect to consummate the Acquisition shall have occurred, or shall occur concurrently with substantially on the Closing, in which case all conditions terms set forth in Article 8 of the Contribution Acquisition Agreement shall have been satisfied in all material respects or and the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingAssignment Agreement.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ai) No Law no statute, rule, regulation or order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) the Purchased Units shall have been approved for listing on the NYSE, subject to notice of issuance; and (civ) The closing no stop order suspending the effectiveness of the Acquisition shall have occurred, Registration Statement or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement any part thereof shall have been satisfied in all material respects or the fulfillment of any such conditions issued and no proceedings for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the Closingany governmental authority.

Mutual Conditions. The respective obligations of each party Co-Investor and the Company to consummate the purchase subscription and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suitNo outstanding judgment, action injunction, order or proceeding by any decree of a competent Governmental Authority seeking shall have been entered and shall continue to restrainbe in effect, precludeand no Law shall have been adopted or be effective, enjoin in each case that prohibits, enjoins or prohibit makes illegal the consummation of the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; and (cd) The closing conditions set forth in Article VIII of the Acquisition Merger Agreement (the (“Merger Closing Conditions”) shall have occurredbeen satisfied or waived, or and the Closing shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Investment Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Securities to be purchased and issued at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing the concurrent public offering of Common Stock pursuant to an underwriting agreement between the Acquisition Company and the underwriters named therein shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingconsummated.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The U.S. Shipping shall have concurrently closed the (A) Notes Offering; (B) Amended Credit Agreement; and (C) Joint Venture Transaction, which closing shall include, in the case of the Acquisition shall have occurredJoint Venture Transaction, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 (w) execution and delivery of the Contribution Limited Liability Company Agreement shall have been satisfied in all material respects or of USS Products Investor LLC by the fulfillment members thereof, (x) the execution and delivery of any the Management and Operating Agreement between USS Product Manager LLC and USS Product Investors LLC by such conditions shall have been waivedparties, except (y) the delivery of the letter of credit contemplated under the Limited Liability Company Agreement of USS Products Investor LLC for those conditions which, the benefit of the Class B Member (as defined therein) and (z) the execution and delivery by their nature, will be satisfied concurrently with General Dynamics Corporation of its performance guarantee pursuant to the ClosingConstruction Contract.

Mutual Conditions. The respective obligations of each party the parties to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarilyshall have (i) enacted, preliminarily issued, promulgated, enforced or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits other order which is in effect; or (ii) commenced or threatened any action or proceeding, which in either case would prohibit consummation of the transactions contemplated by this Agreement; (b) Subject to the provisions of Section 5.12, all consents, authorizations, orders or approvals of, and filings or registrations with, any Governmental Authority and all consents and approvals of third parties which are required in connection with the execution and delivery of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained or makes the transactions contemplated hereby illegalmade and shall be in full force and effect; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Collective Bargaining Agreements shall have been satisfied modified in all material respects or writing such that the fulfillment execution and delivery of this Agreement and the performance by the Purchaser of its obligations under this Agreement shall not cause a breach of any such conditions of the Collective Bargaining Agreements as so modified; and (d) Estoppel certificates executed by each landlord for each of the Leased Real Properties included in the Transferred Property shall have been waived, except delivered to the Purchaser reflecting the absence of any defaults under the leases for those conditions which, by their nature, will be satisfied concurrently with the Closingsuch Leased Real Property.

Mutual Conditions. The respective obligations of each party the Parties to consummate complete the purchase and issuance and sale of the Purchased Units shall be Assets are subject to the satisfaction on following conditions being fulfilled or performed as at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):Date: (a) No Law the Court shall have been enacted or promulgated, granted the Approval and no action Vesting Order and the Approval and Vesting Order shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalbe a Final Order; (b) There shall not be pending any suit, action or proceeding by any no Governmental Authority seeking shall have enacted, issued or promulgated any final or non- appealable order or Applicable Law subsequent to restrain, preclude, enjoin or prohibit the date hereof which has the effect of: (i) making any of the transactions contemplated by this AgreementAgreement illegal; or (ii) otherwise prohibiting, preventing or restraining the Vendor from the sale of the Assets; (c) the Monitor shall have determined and provided to the Parties a good-faith estimate of the amount of the Cure Costs; and (cd) The closing of the Acquisition shall have occurred, or shall occur concurrently with Closing is not otherwise prohibited by Applicable Law; (e) the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Purchaser shall have been satisfied in all material respects granted General Eligibility status by the AER; and (f) the AER shall have approved the LTAs. The foregoing conditions are for the mutual benefit of the Vendor and the Purchaser and may be asserted by the Vendor or the fulfillment Purchaser regardless of any such conditions shall have been waived, except for those conditions which, by their nature, will the circumstances and may be satisfied concurrently waived only with the Closingagreement of the Vendor and the Purchaser.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits seeks to prohibit the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any third party that is not a Governmental Authority seeking which seeks to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) the Purchased Units shall have been approved for listing on the NYSE, subject only to official notice of issuance; and (civ) The closing of the Acquisition Registration Statement shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement be effective and no stop-orders shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingissued.

Mutual Conditions. The respective obligations of each party hereto ----------------- to consummate the purchase and issuance and sale of transactions contemplated hereunder are conditioned upon the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):following: (aA) No Law This Agreement and the transactions and actions contemplated herein shall have been enacted approved and adopted by the requisite vote of VIMRx's stockholders in accordance with applicable Delaware General Corporation Laws and the rules and regulations of Nasdaq. (B) No order of any court or promulgatedAuthority shall be in effect which restrains or prohibits the transactions contemplated hereby, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking or other person shall be pending or threatened which seeks to restrainrestrain the consummation, precludeor challenges the validity or legality, enjoin or prohibit of the transactions contemplated by this Agreement; and. (cC) The closing All other consents, approvals or orders of any Authority, the granting of which is required for the lawful consummation of the Acquisition shall have occurredtransactions contemplated hereby, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in obtained; and all material respects other waiting and notification periods specified under applicable law, the termination or the fulfillment expiration of any which is necessary for such conditions consummation, shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingterminated or shall have expired.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale and the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) written confirmation from the Company’s senior lenders affirming their consent to the amendments of the Loan Facilities described in the Omnibus Loan Supplemental Agreement and the Omnibus Note Supplemental Agreement; and (cd) The closing all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are required for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution transactions contemplated by this Agreement shall have been satisfied obtained or made, in all material respects or form and substance reasonably satisfactory to each of the fulfillment of any such conditions parties, and shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingin full force and effect.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 Section 7.1 (Conditions to Purchaser’s Obligations) of the Contribution Agreement Valero Purchase Agreement, shall have been satisfied in all material respects or the fulfillment of any such conditions to PEG’s obligations shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) all necessary filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in the HSR Act applicable to the transactions contemplated herein shall have expired or been terminated; and (cd) The the closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, Closing in which case all conditions set forth in Article 8 VI of the Contribution Acquisition Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions to the Company’s obligations shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares at the Closing shall be subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The the closing of the Acquisition transactions contemplated by the ▇▇▇▇▇ Purchase Agreement shall have occurred, or shall occur substantially concurrently with the Closing; provided, in which case all conditions set forth in Article 8 that the closing of the Contribution transactions contemplated by the ▇▇▇▇▇ Purchase Agreement shall be deemed to have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied occurred concurrently with the ClosingClosing if such closing takes place on the immediately following Business Day.

Mutual Conditions. The obligations of each party to this Agreement to consummate the purchase and issuance and sale of the Purchased Units transaction contem- plated hereby shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party both the Company and the Shareholder respectively as to themselves, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) No Law shall have been enacted order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby illegalcontem- plated hereby; (b) There shall not be pending any suitAll consents, action or proceeding by any waivers, authorizations and ap- provals required from all Governmental Authority seeking Authorities to restrain, preclude, enjoin or prohibit con- summate the transactions contemplated by this Agreementhereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) The closing In respect of the Acquisition notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have occurred, expired or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement terminated. (d) The parties shall have been satisfied executed and delivered the agreements referred to in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingSection 4.5.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares at the Closing shall be subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): ): (a) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; ; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and and (c) The the closing of the Acquisition transactions contemplated by the ▇▇▇▇▇ Purchase Agreement shall have occurred, or shall occur substantially concurrently with the Closing; provided, in which case all conditions set forth in Article 8 that the closing of the Contribution transactions contemplated by the ▇▇▇▇▇ Purchase Agreement shall be deemed to have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied occurred concurrently with the ClosingClosing if such closing takes place on the immediately following Business Day.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units hereunder shall be subject to the satisfaction on or prior to the Closing Date or the Option Closing Date, if applicable, of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action Action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action Action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing the Registration Statement shall be effective and no stop orders suspending the effectiveness of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Registration Statement shall have been satisfied in all material respects or issued and, to the fulfillment knowledge of any such conditions Seller and Purchasers, no proceeding for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the ClosingCommission.

Mutual Conditions. The obligations of each party to consummate this ----------------- Agreement to effect the purchase and issuance and sale of the Purchased Units Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party both the Company and the Shareholder, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) No Law shall have been enacted order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby illegalhereby; (b) There shall not be pending any suitAll consents, action or proceeding by any waivers, authorizations and approvals required from all Governmental Authority seeking Authorities to restrain, preclude, enjoin or prohibit consummate the transactions contemplated by this Agreement; andhereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (c) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Stockholders' Agreement shall have been satisfied executed by Buyer, the shareholders of Buyer, investors in all material respects or the fulfillment of any such conditions EnvestNet Financing and the Shareholder; and (d) The Services Agreements shall have been waived, except for those conditions which, executed by their nature, will be satisfied concurrently with Buyer and the ClosingShareholder.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares at the Closing shall be subject to the satisfaction satisfaction, on or prior to the first Closing Date Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law the Company Subsidiary Investment shall have occurred; (ii) the Required Stockholder Approval (if applicable) shall have been obtained; (iii) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (biv) There there shall not be pending pending, or to a party’s knowledge, threatened, any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (cv) The closing of the Acquisition shall have occurredall registrations and filings with, or shall occur concurrently with consents and approvals of any Person, including any Governmental Authority, required for the transactions contemplated under this Agreement (including those required under the HSR Act, if any, and those required or warranted under CFIUS Laws, if any), except consents and approvals by Governmental Authorities that are customarily obtained after Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects made or granted, or the fulfillment of any such conditions necessary waiting period shall have expired, or early termination thereof shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closinggranted.

Mutual Conditions. The respective obligations of each party hereto to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) No Law There shall have been enacted be no injunction, judgment, restraining order, ruling, charge or promulgated, and no action shall have been taken, by decree of any nature of any Governmental Authority of competent jurisdiction that temporarily, preliminarily is in effect that prohibits or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalby this Agreement; (b) There The Required Antitrust Approvals shall have been obtained, waived or made, as applicable, and the respective waiting periods required in connection with Required Antitrust Approvals shall have expired or been terminated; provided, however, a party shall not be pending any suit, action have the right to assert that the foregoing condition set forth in this Section 8.1(b) has not been satisfied if the failure to satisfy such condition is a proximate result of such party's failure to perform or proceeding comply with its obligations under Section 7.3; (c) This Agreement shall have been duly approved by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit holders of Shares constituting the transactions contemplated by this AgreementRequisite Vote in accordance with applicable Law and the certificate of incorporation and by-laws of Parent; and (cd) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Life Technologies Purchase Agreement shall have been satisfied in all material respects executed and delivered by Buyer or its Affiliates and the fulfillment closing of any such conditions the transactions contemplated thereunder shall have been waivedtake place prior to, except for those conditions which, by their nature, will be satisfied concurrently contemporaneously with or immediately after the ClosingClosing hereunder.

Mutual Conditions. The obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Buyer and the Seller and Seller No. 2 to effect the Closing shall be subject to the satisfaction on following conditions, any one or prior to the Closing Date of each of the following conditions (any or all more of which may be waived by a party on behalf of itself in writing, in whole or in partas to itself, to the extent permitted by applicable Law):either party: (a) No Law shall have been enacted order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority of competent jurisdiction that temporarilyor other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, preliminarily rule, regulation, order, injunction or permanently restrainsdecree shall have been enacted, precludesentered, enjoins promulgated or otherwise prohibits the enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or makes thereby; and (b) All approvals of Governmental Authorities, if any, required to consummate the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreementhave been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) The closing In respect of the Acquisition notifications of the Buyer, Seller and Seller No. 2 pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have occurred, expired or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingterminated.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing Registration Statement shall be effective and no stop orders suspending the effectiveness of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Registration Statement shall have been satisfied in all material respects or the fulfillment of any such conditions issued and no proceeding for that purpose shall have been waivedinstituted or, except for those conditions whichto the knowledge of Enbridge or any Purchaser, threatened by their nature, will be satisfied concurrently with the ClosingCommission.

Mutual Conditions. The respective obligations of each party Party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself the Party entitled to the benefit thereof in writing, in whole or in part, solely as to itself, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this AgreementAgreement; (c) the Credit Facility shall have been executed and delivered by the parties thereto; and (cd) The closing of the Acquisition NYSE shall not have occurred, or shall occur concurrently with notified the Closing, in which case all conditions Company (i) that the Company is no longer entitled to rely on the financial viability exception set forth in Article 8 Para. 312.05 of the Contribution Agreement shall have been satisfied NYSE Listed Company Manual with respect to the issuance of the Investor Initial Shares, including that no approval by the Company’s stockholders is required prior to the issuance of the Investor Initial Shares or (ii) that the Investors are not entitled to vote the Investor Initial Shares in all material respects or the fulfillment of any such conditions shall have been waived, except shareholder vote required for those conditions which, by their nature, will be satisfied concurrently with the ClosingCharter Amendment.

Mutual Conditions. The obligations of each party the Purchaser, on one hand, and the Seller, on the other hand, to consummate the purchase and issuance and sale of the Purchased Units shall be transactions contemplated herein are subject to the reasonable satisfaction on (or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writingwritten waiver, in whole or in part, to the extent permitted by applicable Requirements of Law):, of the Purchaser and the Seller) of the following conditions: (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits The waiting period applicable to the consummation of the transactions contemplated hereby herein under the HSR Act shall have expired or makes the transactions contemplated hereby illegalbeen terminated; (b) There The FERC Approval and the regulatory approvals listed on ‎Section 6.06(a) of the Seller's Disclosure Letter shall not be pending have been obtained (but without the requirement for expiration of any suit, action applicable rehearing or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin appeal periods); (c) Any required notifications of state public utility commissions or prohibit similar authorities as set forth in ‎Section 7.01(c) of the transactions contemplated by this AgreementSeller's Disclosure Letter shall have been made; and (cd) The closing No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement transactions contemplated herein shall have been satisfied issued by any court of competent jurisdiction or other Governmental Body and remain in all material respects effect, and there shall not be any Requirements of Law enacted or deemed applicable to the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingtransactions contemplated herein that makes consummation thereof illegal.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and; (c) The closing Company and the applicable counterparties shall have executed and delivered the Vessel Acquisition MOAs relating to the Vessel Acquisitions; (d) Teekay Corporation shall have made the Teekay Corporation Investment; and (e) No stop order suspending the effectiveness of the Acquisition shall have occurred, Registration Statement or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement any part thereof shall have been satisfied in all material respects or the fulfillment of any such conditions issued, and no proceedings for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the Closingany governmental agency.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the each Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ai) No Law no statute, rule, regulation or order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) the Purchased Units shall have been approved for listing on the NYSE, subject to notice of issuance; and (civ) The closing no stop order suspending the effectiveness of the Acquisition shall have occurred, Registration Statement or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement any part thereof shall have been satisfied in all material respects or the fulfillment of any such conditions issued and no proceedings for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the Closingany governmental authority.

Mutual Conditions. The obligations of each party to consummate this Agreement to effect the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a party on behalf of itself in writing, in whole or in part, to both the extent permitted by applicable Law):Shareholder Representative and the Buyer: (a) No Law shall have been enacted order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of competent jurisdiction that temporarilythe transactions contemplated by this Agreement shall be in effect or known by any party to be threatened to be imposed. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending or known by any party to be threatened to be imposed. No statute, preliminarily rule, regulation, order, injunction or permanently restrainsdecree shall have been enacted, precludesentered, enjoins promulgated or otherwise prohibits the enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalknown by any party to be threatened to be imposed; (b) There shall not be pending any suit, action or proceeding by any All Governmental Authority seeking Approvals required to restrain, preclude, enjoin or prohibit consummate the transactions contemplated by this Agreementhereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) The closing Clients who have Advisory Agreements with the Company or Optima included in Company Accounts representing an aggregate of the Acquisition at least $700,000,000 shall have occurred, Consented to the assignment of their respective Advisory Agreements to the Buyer in accordance with Section 6.2 or shall occur concurrently have entered into new Advisory Agreements with the Closing, in which case all conditions set forth in Article 8 of the Contribution Buyer. (d) The Private Placement shall have been completed. (e) The License Agreement shall have been satisfied in all material respects or executed by the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingParties.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ai) No Law no statute, rule, regulation or order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) the Purchased Units shall have been approved for listing on the NYSE, subject to notice of issuance; and (civ) The closing no stop order suspending the effectiveness of the Acquisition shall have occurred, Registration Statement or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement any part thereof shall have been satisfied in all material respects or the fulfillment of any such conditions issued and no proceedings for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the Closingany governmental authority.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale and the purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority of competent jurisdiction that Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) the Lenders shall have agreed to restructure the Credit Facility on terms satisfactory to the Company; and (cd) The closing all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the expiration of the Acquisition shall have occurredall waiting periods imposed by, any third person, including any Governmental Authority, which are required for or shall occur concurrently in connection with the Closing, in which case all conditions set forth in Article 8 execution and delivery by the parties of this Agreement and the Contribution consummation the transactions contemplated by this Agreement shall have been satisfied obtained or made, in all material respects or form and substance reasonably satisfactory to each of the fulfillment of any such conditions parties, and shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingin full force and effect.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Second Transaction Purchased Units shall be subject to the satisfaction on or prior to the Second Transaction Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement. (iii) The waiting periods applicable to the consummation of the Second Transaction Closing under the HSR Act shall have expired or been terminated; and (civ) The closing of the Acquisition First Transaction Closing shall have occurred, or shall occur concurrently occurred in accordance with the Closing, in which case all conditions set forth in Article 8 terms of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingthis Agreement.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale and purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and; (c) The all necessary filings and notifications under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated; (d) the closing of the Acquisition shall be consummated substantially simultaneously with the Closing; (e) the Minimum Additional Equity Proceeds from the Equity Offerings shall have occurredbeen received, or shall occur be received concurrently with with, the Closing, in which case all conditions set forth in Article 8 ; and (f) each of the Contribution Agreement Investor and the Company shall have been satisfied executed and delivered the Shareholders Agreement, substantially in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.form attached hereto as Exhibit A.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ai) No Law no statute, rule, regulation or order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) a “Notification Form: Listing of Additional Shares” relating to the Purchased Shares shall have been filed with NASDAQ; and (civ) The closing no stop order suspending the effectiveness of the Acquisition shall have occurred, Registration Statement or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement any part thereof shall have been satisfied in all material respects or the fulfillment of any such conditions issued and no proceedings for that purpose shall have been waived, except for those conditions which, instituted or threatened by their nature, will be satisfied concurrently with the Closingany governmental authority.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The conditions to the closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 the Purchase Agreement, dated as of the Contribution Agreement shall date hereof, between Crestwood Holdings LLC and the Partnership (as may be amended or modified, the “GP Transaction Agreement”), have been satisfied in all material respects or validly waived and the fulfillment of any such conditions closing thereunder shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with occur immediately following the Closing.

Mutual Conditions. The obligations obligation of each party to consummate the purchase and issuance and sale of the Purchased Units Sellers, on the one hand, and Buyer, on the other hand, to effect the Initial Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) No Law shall have been enacted no order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority court or agency of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect, and that no proceeding initiated by any Governmental Authority seeking an injunction shall be pending and that no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby illegalhereby; (b) There the applicable waiting period under HSR shall not be pending have expired or been terminated; (c) the parties hereto shall have made all requisite regulatory notifications and obtained all requisite regulatory approvals and obtained all Seller Governmental Consents and Buyer Governmental Consents set forth on Schedule 7.1(c) without the imposition of any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this AgreementOnerous Condition; and (cd) The closing the Sellers and the Companies shall have consummated the Reorganization or such other restructuring of Permal, Parent and Permal LLC that does not have an adverse effect on the Companies or the consummation of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingtransactions contemplated hereby.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) the Partnership shall have concurrently closed the Drop Down, substantially on the terms set forth in the Purchase Agreement; (iv) the Purchase Units that are Common Units shall have been approved for listing on the NYSE, subject to notice of issuance; and (cv) The closing in the event the NYSE Amendment has not occurred, the Partnership shall have received confirmation from the NYSE that the terms of the Acquisition shall have occurred, or shall occur concurrently with Alternative Class are acceptable and the Closing, in which case all conditions set forth in Article 8 issuance and sale of the Contribution Agreement shall have been satisfied in all material respects or Purchased Units by the fulfillment Partnership will not require the approval of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingPartnership’s unitholders pursuant to the rules of the NYSE.

Mutual Conditions. The respective obligations of each party Investor and the Company to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There there shall not be pending any suit, action or proceeding by any Governmental Authority Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement; (d) The closing of Isotope Merger shall have occurred or the Isotope Merger Agreement shall have been terminated in accordance with its terms; and (ce) The closing of the Acquisition Aralez Distribution shall have occurred, occurred or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Aralez Subscription Agreement shall have been satisfied in all material respects or terminated prior to the fulfillment consummation of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingtransactions contemplated thereby.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition Contribution shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 VII of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (c) The closing of the Acquisition Drop-down shall have occurred, or shall occur concurrently with the Closing, Closing in which case all conditions set forth in Article 8 VII of the Contribution Drop-down Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The obligations respective obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (bii) There there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing of the Acquisition shall have occurred, or Hermes Closing Date shall occur concurrently with the Closing, in which case Closing on terms substantially the same as those set forth on Exhibit C and all conditions set forth in Article 8 Section 7.1 and Section 7.3 (Conditions Precedent to Obligations of Buyer) of the Hermes Contribution Agreement Agreement, shall have been satisfied in all material respects or the fulfillment of any such conditions to BreitBurn Operating L.P.’s obligations shall have been waived, except for those conditions whichthat, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) All necessary filings and notifications under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in the HSR Act applicable to the transactions contemplated herein shall have expired or been terminated; and (cd) The closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied substantially concurrently with the Closing.

Mutual Conditions. The respective obligations of each party to consummate effect the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions (any or all of which may be waived in writing by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable LawCCS and Vendell): (a) No Law none of CCS or Vendell nor any of their respective Subsidiaries shall have been enacted or promulgated, and no action shall have been taken, be subject to any Order by any Governmental Authority a court of competent jurisdiction that temporarily, preliminarily which (i) prevents or permanently restrains, precludes, enjoins or otherwise prohibits materially delays the consummation of the transactions contemplated hereby or makes (ii) would impose any material limitation on the transactions contemplated hereby illegalability of CCS effectively to exercise full rights of ownership of any material portion of the Assets or Business of Seller; (b) There no Law shall not be pending any suit, action or proceeding have been enacted by any Governmental or Regulatory Authority seeking to restrain, preclude, enjoin or prohibit that makes the transactions consummation of any transaction contemplated by this Agreementhereby illegal; and (c) The closing Vendell (and Rivendell-Michigan, and/or Rivendell-Montana if either files a Chapter 11 bankruptcy petition pursuant to Section 7.4 of this Agreement) shall have obtained a final nonappealable order or orders from the Bankruptcy Court confirming the Plan of Reorganization or approving the Sale Motion, which order or orders approve all terms and conditions of this Agreement, including, without limitation, the sale of the Acquisition shall have occurredAssets, or shall occur concurrently with the Closing, in which case free and clear of all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waivedLiens, except for those conditions which, by their nature, will be satisfied concurrently with the ClosingPermitted Liens.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Closing, of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) No Law The holders of the requisite number of CompuServe Common Shares shall have been enacted or promulgated, duly and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegalvalidly approved and adopted this Agreement; (b) There Any mandatory waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act, any foreign competition law or similar law shall not be pending have expired or been terminated; (c) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any suitstatute, action rule, regulation, injunction or proceeding by any Governmental Authority seeking to restrainother order, precludewhether temporary, enjoin preliminary or prohibit permanent, which is in effect and which has or would have the effect of making the transactions contemplated by this AgreementAgreement illegal or restraining or prohibiting consummation of such transactions; (d) The Registration Statement shall have been declared effective, no stop order with respect to the Registration Statement shall be in effect, and no proceeding for that purpose shall have been instituted or threatened by the SEC; (e) The WorldCom Common Shares to be issued in connection with the Merger shall have been approved for quotation on NASDAQ, subject to official notice of issuance; and (cf) The closing There shall not have occurred and be continuing any general banking moratorium in the United States or any general suspension of trading of securities on any national stock exchange or in the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingover-the-counter market.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Common Units hereunder shall be subject to the satisfaction on or prior to the each Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action Action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action Action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and (ciii) The closing on or prior to the First Closing Date, Enterprise shall have waived in writing its right of first refusal pursuant to Section 3.3 of the Acquisition shall have occurred, or shall occur concurrently Unitholder Rights Agreement with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all material respects or the fulfillment of respect to any such conditions shall have been waived, except for those conditions which, by their nature, will Common Units to be satisfied concurrently with the Closingsold hereunder.

Mutual Conditions. The respective obligations of each party Party to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on at or prior to the Closing Date of each of the following conditions (conditions, any or and all of which may be waived by a party on behalf of itself in writingwaived, in whole or in part, by the Parties to the extent permitted by applicable Law):: (a) No Law shall have been enacted enacted, entered, promulgated or promulgated, and no action shall have been taken, enforced by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits shall be in effect at the Closing preventing the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;by this Agreement (each, a “Closing Legal Impediment”). (b) There No material Action commenced by a Governmental Authority with authority over antitrust matters shall not be pending that seeks any suitdecree, action judgment, injunction or proceeding by any Governmental Authority seeking to restrainother order, precludewhether temporary, enjoin preliminary or prohibit permanent, that would prohibit, prevent, limit, delay or restrict consummation of the transactions contemplated by this Agreement; andprovided, that no Party shall be permitted to assert that this condition has not been satisfied unless such Party shall have complied with its obligations set forth in Section 5.03. (c) The closing of Any applicable waiting period (and any extension thereof) under the Acquisition HSR Act shall have occurred, expired or shall occur concurrently with the Closing, in which case been terminated and all conditions set forth in Article 8 of the Contribution Agreement required filings shall have been satisfied in all material respects made, applicable waiting periods (and extensions thereof) expired or the fulfillment of any such conditions been terminated. (d) The Seller Member Approval shall have been waived, except for those conditions which, by their nature, will obtained and shall be satisfied concurrently with the Closingeffective.

Mutual Conditions. The respective obligations of each party hereto to consummate the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction (or written waiver by Purchaser (including on behalf of Merger Sub) and TWG, if permissible under applicable Law) at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) No Law shall have been enacted Law, material injunction, judgment or ruling enacted, promulgated, and no action shall have been takenissued, entered, amended or enforced by any Governmental Authority that has the effect of competent jurisdiction that temporarilypreventing, preliminarily or permanently restrainsprohibiting, precludes, enjoins enjoining or otherwise prohibits the restraining consummation of the Reorganization, the Merger or the other transactions contemplated hereby or makes the transactions contemplated hereby illegal;(collectively, “Restraints”) shall be in effect. (b) There The Purchaser Issuable Shares to be issued to the Pre-Closing TWG Holders in the Merger shall not be pending any suit, action or proceeding by any Governmental Authority seeking have been approved for listing on the NYSE subject to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; andofficial notice of issuance. (c) The closing Each of the Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all conditions set forth in Article 8 of the Contribution Agreement Required Approvals shall have been satisfied obtained and be in all material respects or full force and effect without the fulfillment imposition of any such conditions Burdensome Condition. (d) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been waivedterminated without the imposition of any Burdensome Condition. (e) All applicable approvals have been obtained, except for those conditions whichand all applicable waiting periods (and any extensions thereof) have expired or otherwise terminated, by their nature, will be satisfied concurrently with under the ClosingForeign Antitrust Laws set forth on Schedule 6.01(e) without the imposition of any Burdensome Condition.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) No Law no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (bii) There there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) all authorizations, consents, orders, approvals, declarations, filings or expiration of waiting periods imposed under the HSR Act shall have been obtained or made; and (civ) The the closing of the LD Acquisition shall have occurred, or shall occur concurrently with the Closing, in which case all accordance with the terms and conditions set forth in Article 8 of the Contribution Agreement shall have been satisfied in all LD Acquisition Agreement, without any material respects amendment, modification or the fulfillment waiver of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closingterms or conditions.