Common use of Conditions Precedent to Obligations of the Parties Clause in Contracts

Conditions Precedent to Obligations of the Parties. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions: (a) no Order shall be in effect, and no Law shall have been enacted or adopted, that enjoins or otherwise prohibits the consummation of the transactions contemplated by the Transaction Documents, the GP Purchase Agreement or Restructuring Agreement; (b) any applicable waiting periods (and any extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (c) (i) the Acquiror Common Units constituting a portion of the Equity Consideration and (ii) the Acquiror Class B Conversion Units shall have been approved for listing on the NYSE, subject to official notice of issuance; (d) Acquiror shall have obtained the written consent to, and/or waivers of default or amendment of, the Acquiror Credit Agreement in connection with the transactions contemplated by the GP Purchase Agreement, from the Required Lenders (or the Agent with the consent in writing of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes of this paragraph “Required Lenders” and “Agent” shall have the meaning given to such terms in the Acquiror Credit Agreement;

Conditions Precedent to Obligations of the Parties. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions: (a) no Law or Order shall be (including any rules and regulations of the Federal Trade Commission and the Antitrust Division of the Department of Justice) is in effect, and no Law shall have been enacted or adopted, effect that enjoins or otherwise prohibits makes illegal the consummation of of, this Agreement or any other applicable Transaction Document or the transactions contemplated by the Transaction Documents, the GP Purchase Agreement or Restructuring Agreementhereby and thereby; (b) the CMO Disposition shall have been consummated, or shall be consummated contemporaneously with the Closing, without any applicable waiting periods (and any extensions thereof) under the HSR Act relating amendment to the transactions contemplated by this CMO Purchase Agreement shall have expired or been terminated;waiver of any of the conditions to the Partnership’s obligations to effect the closing thereunder; and (c) (i) the Acquiror Common Units constituting a portion of the ACMP Equity Consideration and (ii) the Acquiror Class B Conversion Units Issuance shall have been approved for listing on the NYSEconsummated, subject to official notice of issuance; (d) Acquiror or shall have obtained the written consent to, and/or waivers of default or amendment of, the Acquiror Credit Agreement in connection be consummated contemporaneously with the transactions contemplated Closing, provided, however, this condition shall be deemed to be satisfied, with respect to the Buyer, if the only reason for the ACMP Equity Issuance not to be consummated is due to a breach by the GP Purchase Agreement, from the Required Lenders (Buyer of this Agreement or the Agent ACMP Subscription Agreement and, this condition shall be deemed to be satisfied with respect to the consent in writing Sellers, if the only reason for the ACMP Equity Issuance not to be consummated is due to a breach of this Agreement by the Sellers or of the Required Lenders) or repaid all indebtedness outstanding under ACMP Subscription Agreement by the Acquiror Credit Agreement. For purposes of this paragraph “Required Lenders” and “Agent” shall have the meaning given to such terms in the Acquiror Credit Agreement;Partnership.

Conditions Precedent to Obligations of the Parties. 5.1 Conditions Precedent to Obligations of LME and E Sub. The obligations of each Party to effect the Closing of LME and E Sub to consummate the transactions contemplated by this Agreement and the other Ancillary Agreements to which each is a party are subject to the satisfaction (or waiver by each such Party on or prior to the Closing Date in writing) of the following conditionsconditions as of the Closing Date: (a) no Order Each of the representations and warranties of UP, UP Sub1, UP Sub 2 and UPLLC contained in this Agreement (i) that are qualified by materiality or Material Adverse Effect shall be true and correct in effectall respects, or (ii) that are not so qualified shall be true and no Law correct in all material respects, in each case as of the date hereof and as of the Closing Date (except with respect to representations and warranties which speak to an earlier date, in which case, as of such earlier date). (b) Each of UP, UP Sub 1, UP Sub 2 and UPLLC shall have performed and complied in all material respects with each of such Party’ respective covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and complied with by such Party prior to or on the Closing Date. (c) Each of UP, UP Sub 1, UP Sub 2 and UPLLC shall have delivered to LME and E Sub a certificate, duly executed by authorized officers of UP, UP Sub 1, UP Sub 2 and UPLLC, certifying that the conditions set forth in Sections 4.1(a) and (b) shall have been enacted or adopted, that enjoins or otherwise prohibits satisfied. (d) There shall not be in effect (a) any Order of any Governmental Authority of competent jurisdiction enjoining the consummation of the transactions contemplated by this Agreement and the Transaction Documents, the GP Purchase Agreement Ancillary Agreements or Restructuring Agreement; (b) any Legal Actions pending before any Governmental Authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements which, in the case of *** Text Omitted and Filed Separately with the Secretary of the Commission Confidential Treatment Requested this clause (b) would reasonably be expected to result in a Material Adverse Effect with respect to UP. (e) All applicable waiting periods period (and any extensions thereof) under the HSR Act relating shall have expired or been terminated. (f) Each of UP, UP Sub 1, UP Sub 2 and UPLLC shall have executed and delivered each Ancillary Agreement to which it is a party. (g) LME and E Sub shall have received a bankruptcy substantive non-consolidation opinion from Xxxxxxx Procter LLP (the “Non-Consolidation Opinion”) addressed to them with respect to UP, UP Sub 1, UP Sub 2 and UPLLC in substantially the form attached hereto as Exhibit 5.1(g). (h) UP shall have delivered to LME and E Sub payoff letters, termination statements and other documents, substantially in the form attached hereto as Exhibit 5.1(h), from the holders of or counterparties with respect to the Indebtedness under the UP Credit Facility. (i) UP shall have delivered to LME and E Sub an opinion from a nationally recognized valuation firm, dated as of the Closing, in form and substance reasonably acceptable to LME and E Sub, as to the solvency and capital adequacy of UP after giving effect to the transactions contemplated by this Agreement and the other Ancillary Agreements. (j) UP shall have delivered to UPLLC executed capital commitment letter in the form attached hereto as Exhibit 5.1(j). (k) Since the date of the most recent audited financial statements of UP, there shall not have occurred any event, circumstance, change or effect that would reasonably be expected to result in a material adverse effect on the liabilities or financial condition of UP and its Subsidiaries, taken as a whole. (l) LME and E Sub shall have received (x) an opinion of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx LLP addressed to them substantially in the form attached hereto as Exhibit 5.1(l)(x), (y) an opinion of Xxxxxxx Procter LLP addressed to them substantially in the form attached hereto as Exhibit 5.1(l)(y), and (z) an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., addressed to them substantially in the form attached hereto as Exhibit 5.1(l)(z). (m) LME and E Sub shall have received the notification letter attached hereto as Exhibit 5.1(m), duly executed by UPLLC. 5.2 Conditions Precedent to Obligations of UP and UPLLC. The obligations of each of UP and UPLLC to consummate the transactions contemplated by this Agreement and the other Ancillary Agreements to which each is a party are subject to the satisfaction (or waiver by each such Party in writing) of the following conditions as of the Closing Date: *** Text Omitted and Filed Separately with the Secretary of the Commission Confidential Treatment Requested (a) Each of the representations and warranties of LME and E Sub contained in this Agreement (i) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects, or (ii) that are not so qualified shall be true and correct in all material respect, in each case as of the date hereof and as of the Closing Date (except with respect to representations and warranties which speak to an earlier date, in which case, as of such earlier date). (b) Each of LME and E Sub shall have performed and complied in all material respects with each of such Party’ respective covenants and agreements required by this Agreement and the Ancillary Agreements to be performed and complied with by such Party prior to or on the Closing Date. (c) Each of LME and E Sub shall have delivered to UP and UPLLC a certificate duly executed by authorized officers of LME and E Sub, certifying that the conditions set forth in Sections 4.2(a) and (b) shall have been satisfied. (d) There shall not be in effect (a) any Order of any Governmental Authority of competent jurisdiction enjoining the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or (b) any Legal Actions pending before any Governmental Authority seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (e) All applicable waiting period (and any extensions thereof) under the HSR Act shall have expired or been terminated;. (cf) (i) the Acquiror Common Units constituting a portion Each of the Equity Consideration LME and (ii) the Acquiror Class B Conversion Units E Sub shall have been approved for listing on the NYSE, subject executed and delivered each Ancillary Agreement to official notice of issuance; (d) Acquiror shall have obtained the written consent to, and/or waivers of default or amendment of, the Acquiror Credit Agreement in connection with the transactions contemplated by the GP Purchase Agreement, from the Required Lenders (or the Agent with the consent in writing of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes of this paragraph “Required Lenders” and “Agent” shall have the meaning given to such terms in the Acquiror Credit Agreement;which it is a party.

Conditions Precedent to Obligations of the Parties. The respective obligations of each Party to effect the Closing and party to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction or waiver by such Party waiver, in writing, on or prior to the Closing Date of the following conditions: (a) no Order there shall not be in effecteffect any Governmental Order restraining, and no Law shall have been enacted or adopted, that enjoins enjoining or otherwise prohibits prohibiting the consummation of the transactions contemplated by Transaction; provided, that prior to asserting the Transaction Documentsfailure of this condition, the GP Purchase Agreement or Restructuring Agreementparty asserting its failure shall have used its reasonable efforts to have such Governmental Order vacated; (b) any applicable approvals or conditions of clearance under Antitrust Law or Foreign Investment Law with respect to the filings set forth on Schedule 9.1(b) required to consummate the Transaction shall have been met or obtained and any waiting periods (and any extensions thereof) other approvals applicable to the Transaction under the HSR Act relating or under other Antitrust Law or any Foreign Investment Law set forth on Schedule 9.1(b) applicable to the transactions contemplated by this Agreement Transaction shall have expired or been earlier terminated; (c) (i) the Acquiror Common Units constituting a portion of the Equity Consideration and (ii) the Acquiror Class B Conversion Units this Agreement shall have been approved for listing on adopted by the NYSE, subject to official notice of issuanceRequired Stockholder Consent in accordance with applicable Law and the Company’s Organizational Documents and the Required Stockholder Consent remains in full force and effect and shall not have been modified in any adverse manner; (d) Acquiror no more than five percent (5%) of the outstanding capital stock of the Company shall be Dissenting Shares, other than any Dissenting Share held by a Stockholder who shall have obtained failed to perfect or who effectively shall have withdrawn or otherwise lost his, her or its rights to appraisal of such share of Company Common Stock under Section 262 of the written consent toDGCL; and (e) the sales, and/or waivers mergers or transfers of default or amendment of, assets of the Acquiror Credit Agreement in connection with the transactions ASA Entities contemplated by the GP Purchase Agreementtransactions described in items (i), from the Required Lenders (or the Agent with the consent in writing iv), and (vi) of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes definition of this paragraph “Required Lenders” and “AgentASA Transactions” shall have the meaning given to such terms in the Acquiror Credit Agreement;been completed. 50 Agreement and Plan of Merger

Conditions Precedent to Obligations of the Parties. The This Agreement and the performance of the obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are hereunder will be subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions: (a) no Order shall be in effectThe delivery of audited financial statements of Assure for the years ended December 31, 2000, and no Law shall have been enacted or adopted, that enjoins or otherwise prohibits the consummation of the transactions contemplated by the Transaction Documents, the GP Purchase Agreement or Restructuring Agreement2001; (b) Completion of all required corporate and shareholder actions and approvals, if any, including any applicable waiting periods (approvals of all terms and any extensions thereof) under the HSR Act relating to the transactions contemplated by conditions of this Agreement shall have expired by the board of directors or been terminatedshareholders of each Party; (c) (i) the Acquiror Common Units constituting a portion of the Equity Consideration and (ii) the Acquiror Class B Conversion Units Inventoy shall have been approved for listing on a sufficient number of authorized but unissued and unreserved shares of common stock to consummate the NYSE, subject to official notice of issuancetransactions contemplated hereby; (d) Acquiror shall have obtained the written consent to, and/or waivers Opinions of default or amendment of, the Acquiror Credit Agreement in connection with counsel to Inventoy that the transactions contemplated hereby do not violate any state or federal securities laws or the regulations of any applicable governmental agencies, and have been duly authorized by Inventoy, or Assure as the GP Purchase Agreementcase may be; (e) Inventoy is listed for quotation on the NASD Over-the-Counter Bulletin Board ("OTCBB") at the Closing Date, and has not received notice of delisting from the Required Lenders (or OTCBB which has not been withdrawn prior to the Agent with the consent in writing Closing Date of the Required LendersAcquisition; (f) Inventoy shall timely file all reports required to be filed pursuant to Section 13 or repaid all indebtedness outstanding under Section 15 of the Acquiror Credit Agreement. For purposes Securities Exchange Act of this paragraph “Required Lenders” and “Agent” 1934, as amended ("Exchange Act"); (g) At the Closing Date, Inventoy shall have cash in excess of payables. (h) Absence of any event having a material adverse effect on the meaning given to such terms in Parties respective business or financial condition; (i) Absence of pending or threatened litigation regarding the Acquiror Credit Parties respective shares of stock, assets or this Agreement;.

Conditions Precedent to Obligations of the Parties. The obligations obligation of MBIA to issue the Policy under this Insurance Agreement is subject to the satisfaction of the following conditions on the Closing Date: (a) The following documents shall have been duly authorized, executed and delivered by each of the parties thereto (other than MBIA) and shall be in full force and effect and in form and substance satisfactory to MBIA and an executed counterpart of each Party thereof shall have been delivered to effect MBIA: (i) this Insurance Agreement; (ii) the Sale and Servicing Agreement; (iii) the Trust Agreement; (iv) the Indenture; (v) the Underwriting Agreement; (vi) the Indemnification Agreement; and (vii) the Premium Side Letter Agreement. (items (i) through (vii) collectively, the “Basic Documents”). (b) MBIA shall have received: (i) copies certified by the Secretary or an Assistant Secretary of each of the Seller and Servicer, dated the Closing Date, of its charter and by-laws and the resolutions of its Board of Directors or a duly authorized committee thereof authorizing its execution and delivery of the Basic Documents and of all documents evidencing other corporate action and governmental approvals, if any, that are necessary for the consummation of the transactions contemplated in such documents; (ii) a certificate, dated the Closing Date, of the Secretary or an Assistant Secretary of each of the Seller and Servicer certifying the names and true signatures of its officers authorized to consummate sign such Basic Documents; (iii) a certificate, dated the Closing Date, of the Chief Financial Officer, an Assistant Treasurer or Senior Vice President of the Seller certifying that representations and warranties set forth in or incorporated by reference in Section 3.01hereof are true and correct as of the date made; (iv) a favorable opinion or opinions, dated the Closing Date, satisfactory in form and substance to MBIA, from counsel to each of the Seller and Onyx, acceptable to MBIA, to the effect that (A) each of the Basic Documents has been duly executed and delivered by such entity and each constitutes the legal, valid and binding agreement of such entity, enforceable in accordance with their respective terms, subject to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws of general applicability relating to or affecting creditors’ rights generally from time to time in effect and general principles of equity, and (B) no registration with or consent or approval of any Governmental Authority having jurisdiction over such entity is required in connection with the execution, delivery or performance by such entity of any Basic Document which has not been obtained, and with respect to such other matters, including, without limitation, true sale, nonconsolidation, perfection and tax issues as MBIA may reasonably require; (v) evidence that a UCC financing statement or statements covering the ownership interest of the Trust in the Trust Property (as defined in the Sale and Servicing Agreement) conveyed by the Seller to the Trust pursuant to the Sale and Servicing Agreement, has been prepared and/or executed by the Seller in favor of the Trust and has been (or within 10 days after the Closing Date will be) duly filed in such place or places which, in the opinion of counsel for the Seller and MBIA, are necessary or desirable to protect said interests; (vi) evidence that a UCC financing statement or statements covering the security interest of the Indenture Trustee, for the benefit of the Noteholders and MBIA, created by or pursuant to the Indenture, in the Collateral (as defined in the Indenture) which the Indenture Trustee is granted pursuant to the Indenture, has been prepared and/or executed by the Trust in favor of the Indenture Trustee for the benefit of the Noteholders and MBIA, and has been (or within 10 days after the Closing Date will be) duly filed in such place or places which, in the opinion of counsel for the Seller and MBIA, are necessary or desirable to protect said interests; (vii) copies of the notice delivered to Xxxxxx Data Bank with respect to the custody of the Contract Files; and (viii) such other documents, certificates, instruments, approvals (and, if requested by MBIA, certified duplicates or executed copies thereof) or opinions as MBIA may reasonably request. (c) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any government or governmental or administrative agency or court, which would make the transactions contemplated by this Agreement are subject the Basic Documents illegal or otherwise prevent the consummation thereof. (d) MBIA shall have received specimens of the Notes and the Residual Interest Instrument (as defined in the Trust Agreement). (e) MBIA shall have received an executed copy of all legal opinions, certificates, accountant’s reports and other documents required to be furnished by Onyx, the Seller and the Servicer pursuant to the satisfaction Basic Documents or waiver pursuant to the requirements of Standard & Poor’s, Moody’s, Fitch or any other rating agency rating the Notes. Such documents shall be in form and substance satisfactory to MBIA and each such legal opinion or certificate (other than any accountant’s report) shall be addressed to MBIA or accompanied by such Party appropriate reliance letters to MBIA. (f) Simultaneously with the issuance of the Policy, the Notes shall have been duly executed and authenticated and delivered to the purchaser(s) thereof pursuant to the Underwriting Agreement. (g) All amounts payable pursuant to the Premium Side Letter Agreement on or prior to the Closing Date of the following conditions: (a) no Order shall be in effect, and no Law shall have been enacted or adopted, that enjoins or otherwise prohibits paid. (h) The Seller shall have deposited into the consummation Spread Account an amount equal to the Initial Cash Deposit from the proceeds of the transactions contemplated by the Transaction Documents, the GP Purchase Agreement or Restructuring Agreement; (b) any applicable waiting periods (and any extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (c) (i) the Acquiror Common Units constituting a portion sale of the Equity Consideration and (ii) the Acquiror Class B Conversion Units shall have been approved for listing on the NYSE, subject to official notice of issuance; (d) Acquiror shall have obtained the written consent to, and/or waivers of default or amendment of, the Acquiror Credit Agreement in connection with the transactions contemplated by the GP Purchase Agreement, from the Required Lenders (or the Agent with the consent in writing of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes of this paragraph “Required Lenders” and “Agent” shall have the meaning given to such terms in the Acquiror Credit Agreement;Notes.

Conditions Precedent to Obligations of the Parties. The respective obligations of each Party to effect the Closing and party to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction or waiver by such Party waiver, in writing, on or prior to the Closing Date of the following conditions: (a) no Order there shall not be in effecteffect any Governmental Order restraining, and no Law shall have been enacted or adopted, that enjoins enjoining or otherwise prohibits prohibiting the consummation of the transactions contemplated by Transaction; provided, that prior to asserting the Transaction Documentsfailure of this condition, the GP Purchase Agreement or Restructuring Agreementparty asserting its failure shall have used its reasonable efforts to have such Governmental Order vacated; (b) any applicable approvals or conditions of clearance under Antitrust Law or Foreign Investment Law with respect to the filings set forth on Schedule 9.1(b) required to consummate the Transaction shall have been met or obtained and any waiting periods (and any extensions thereof) other approvals applicable to the Transaction under the HSR Act relating or under other Antitrust Law or any Foreign Investment Law set forth on Schedule 9.1(b) applicable to the transactions contemplated by this Agreement Transaction shall have expired or been earlier terminated; (c) (i) the Acquiror Common Units constituting a portion of the Equity Consideration and (ii) the Acquiror Class B Conversion Units this Agreement shall have been approved for listing on adopted by the NYSE, subject to official notice of issuanceRequired Stockholder Consent in accordance with applicable Law and the Company’s Organizational Documents and the Required Stockholder Consent remains in full force and effect and shall not have been modified in any adverse manner; (d) Acquiror no more than five percent (5%) of the outstanding capital stock of the Company shall be Dissenting Shares, other than any Dissenting Share held by a Stockholder who shall have obtained failed to perfect or who effectively shall have withdrawn or otherwise lost his, her or its rights to appraisal of such share of Company Common Stock under Section 262 of the written consent toDGCL; and (e) the sales, and/or waivers mergers or transfers of default or amendment of, assets of the Acquiror Credit Agreement in connection with the transactions ASA Entities contemplated by the GP Purchase Agreementtransactions described in items (i), from the Required Lenders (or the Agent with the consent in writing iv), and (vi) of the Required Lenders) or repaid all indebtedness outstanding under the Acquiror Credit Agreement. For purposes definition of this paragraph “Required Lenders” and “AgentASA Transactions” shall have the meaning given to such terms in the Acquiror Credit Agreement;been completed.