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

Conditions to Each Party’s Obligation to Effect the Transactions. The obligations of Weyerhaeuser and WRECO to effect the REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Closing Date of the following conditions: (a) the Parent Stockholder Approval shall have been obtained; (b) any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired, and any Governmental Approvals under any other Review Law, the absence of which would prohibit the consummation of the Transactions, shall have been obtained or made; (c) no court of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions; (d) the Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order; (e) the shares of Parent Common Stock to be issued in the Merger and upon exercise of the Parent Equity Awards from time to time shall have been approved for quotation on the NYSE, subject to official notice of issuance; and (f) WRECO shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and shall have received the net proceeds thereof.

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

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

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

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

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of Weyerhaeuser and WRECO each Party to effect the REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are Transactions shall be subject to the satisfaction fulfillment (oror waiver by the Seller Representatives and Parent, to the extent permitted by Law, waiverpermissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party) on at or prior to the Closing Date of the following conditions: (a) the The Parent Stockholder Approval shall have been obtained;. (b) any All waiting period periods (and any extension extensions thereof) ), including any in effect pursuant to 16 C.F.R. 803.7, applicable to the Transactions under the HSR Act shall have been terminated or shall have expired(including with respect to any filings required by any Sellers, including the GB Sellers and OD Sellers, with respect to their acquisition of Parent Common Stock), and any commitment to, or agreement (including any timing agreement) with, any Governmental Approvals under any other Review Law, the absence of which would prohibit Entity to delay the consummation of of, or not to consummate before a certain date, the Transactions, shall have expired or been terminated, and all filings, consents, clearances, authorizations and approvals pursuant to the Regulatory Laws set forth on Section 7.1(b) of the Company Disclosure Schedule shall have been obtained or made;filed or shall have occurred. (c) no court No Order by any court, other tribunal of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still been entered and shall continue to be in effect and prohibitsno Law shall have been adopted that remains in effect or be effective, enjoins in each case, that prevents, enjoins, prohibits or makes illegal the consummation of the Transactions;Transactions (in each case, exclusive of all Regulatory Laws and enforcement actions related thereto). (d) the Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order; (e) the The shares of Parent Common Stock to be issued in the Merger and upon exercise of the Parent Equity Awards from time to time Transactions shall have been approved for quotation listing on the NYSENasdaq, subject to official notice of issuance; and (f) WRECO shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and shall have received the net proceeds thereof.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of Weyerhaeuser and WRECO each party to effect the REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are Transactions shall be subject to the satisfaction (or, to the extent permitted by Law, waiver) on fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement, the Parent Stockholder Approval Plan of Merger and the Transactions shall have been obtainedapproved and adopted by the Board of Directors of the Buyer, the Board of Directors of Merger Sub, the sole shareholder of Merger Sub, the Board of Directors of the Seller, the Shareholders and the Board of Directors of NTS-Inc.; (b) no preliminary or permanent injunction or other order or decree by any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have been terminated federal or shall have expired, and any Governmental Approvals under any state court or other Review Law, the absence of legal restraint or prohibition which would prohibit prevents the consummation of the Transactions, Transactions shall have been obtained issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or madedecree lifted); (c) no court of competent jurisdiction or other Governmental Entity action shall have issued a Judgment been taken, and no statute, rule or enacted a Law that is still regulation shall have been enacted, by any state or federal government or governmental agency in effect and prohibits, enjoins or makes illegal the United States which would prevent the consummation of the Transactions;; and (d) all Governmental Authorizations legally required for the Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order; (e) the shares of Parent Common Stock to be issued in the Merger and upon exercise consummation of the Parent Equity Awards from time to time Transactions shall have been approved obtained and be in effect at the Closing Date, and all other third party consents, orders and approvals legally required for quotation on the NYSE, subject to official notice consummation of issuance; and (f) WRECO the Transactions shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and shall have received the net proceeds thereofbeen obtained or become final orders.

Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligations of Weyerhaeuser and WRECO each party hereto to effect the REB Transfers, the WRECO Spin, the Distribution and the Second Merger and the obligations of Parent and Merger Sub to effect the Merger are shall be subject to the satisfaction fulfillment (or, to the extent permitted or waiver by Law, waiverall parties) on or prior to the Closing Date of the following conditions: (a) The Jefferies Stockholder Approval and the Parent Leucadia Stockholder Approval shall have been obtained;. (b) No Law or judgment, injunction, order or decree by any Governmental Entity of competent jurisdiction that prohibits the consummation of any of the Transactions shall have been adopted or entered and shall continue to be in effect. (c) Any applicable waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have expired or been terminated or shall have expired, and any Governmental Approvals under any other Review Law, the absence of which would prohibit the consummation of the Transactions, shall have been obtained or made; (c) no court of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions;earlier terminated. (d) the Registration Statements, to the extent required, The Form S–4 shall have become been declared effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any no stop order suspending the effectiveness thereof shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or proceedings seeking a stop order;threatened by the SEC. (e) the The shares of Parent Leucadia Common Stock to be issued in pursuant to the Second Merger and upon exercise of the Parent Equity Awards from time to time shall have been approved for quotation listing on the NYSENew York Stock Exchange, subject to official notice of issuance; and. (f) WRECO The regulatory approvals listed on Section 6.1(f) of the Jefferies Disclosure Schedule shall have entered into the New Debt Agreements been received, are in accordance with full force and effect and not subject to further conditions. (g) The First Certificate of Merger shall have been filed with the terms Secretary of this Agreement providing for State of the New Debt in an aggregate principal amount State of not less than the New Debt Amount Delaware and shall have received become effective as designated therein and the net proceeds thereofCertificate of Conversion shall have been filed immediately thereafter with the Secretary of State of the State of Delaware and shall have become effective as designated therein.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligations respective obligation of Weyerhaeuser and WRECO each party to effect the REB Transfers, the WRECO Spin, the Distribution and the Merger and the obligations of Parent and Merger Sub to effect the Merger are Transactions shall be subject to the satisfaction (or, at or prior to the extent permitted Effective Time of each of the following conditions, any and all of which may be waived in whole or in part by Lawthe Company or the Purchaser, waiver) as the case may be, on or prior to the Closing Date of to the following conditionsextent permitted by applicable law: (a) the Parent The Stockholder Approval shall have been obtained;obtained in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws. (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity and no injunction, temporary restraining order, writ, decree or order of any nature of a court of competent jurisdiction shall be in effect enjoining, restraining or otherwise precluding consummation of any of the Transactions contemplated hereby; provided, in the case of a decree, injunction or other order, each of the parties shall have used their commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) Any applicable waiting period (and any extension thereof) applicable to consummation of the Transactions Merger under the HSR Act shall have expired or been terminated and no action by the Department of Justice or shall have expired, and any Governmental Approvals under any other Review Law, the absence of which would prohibit FTC challenging or seeking to enjoin the consummation of any of the Transactions, Transactions contemplated hereby shall have been obtained or made; (c) no court of competent jurisdiction or other Governmental Entity shall have issued a Judgment or enacted a Law that is still in effect instituted and prohibits, enjoins or makes illegal the consummation of the Transactions;be pending. (d) the Registration Statements, to the extent required, shall have become effective under the Securities Act and the Exchange Act, as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order; (e) the shares of Parent Common Stock to be issued in the Merger and upon exercise of the Parent Equity Awards from time to time shall have been approved for quotation on the NYSE, subject to official notice of issuance; and (f) WRECO shall have entered into the New Debt Agreements in accordance with and subject to the terms of this Agreement providing for the New Debt in an aggregate principal amount of not less than the New Debt Amount and The Company shall have received the net proceeds thereofopinion of Commerce Capital Markets, dated as of the date of the Proxy Statement (the "Fairness Opinion"), to the effect that, as of such date, the Merger Consideration to be received by the holders of the Shares is fair to the holders of the Shares from a financial point of view and the Fairness Opinion shall not have been withdrawn, revoked or annulled or adversely modified in any material respect through the Effective Time.