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

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) To the extent required by applicable Law, each of the Sellers and the Buyer and any other Person (as defined in the HSR Act) required in connection with the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to the HSR Act shall have made such filing and all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated; (b) To the extent required by applicable Law, each of the Sellers and the Buyer and any other Person required in connection with the transactions contemplated hereby to file any filings with any Government entity outside the U.S. shall have made such filings and such Government entities outside the U.S. shall have approved or cleared all such filings; (c) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or Government entity which prohibits the consummation of the transactions contemplated hereby substantially on the terms contemplated hereby or has the effect of making the acquisition of the Fastener Business by the Buyer or any of its Affiliates illegal; (d) The transactions contemplated by this Agreement shall have received the requisite vote required for the Shareholder Approval; and (e) The Parent shall have repaid that certain indebtedness described in Section 5.14(b) in the manner set forth and in accordance with the provisions of Section 5.14(b). Table of Contents

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a1) To the extent required by applicable Law, each of the Sellers and the Buyer and any other Person (as defined in The waiting period under the HSR Act) required in connection with Act applicable to the consummation of the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to the HSR Act shall have made such filing and all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated; (b2) To No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the extent required by applicable Law, each consummation of the Sellers and the Buyer and any other Person required in connection with the transactions contemplated hereby to file any filings with any Government entity outside or by the U.S. shall have made such filings and such Government entities outside the U.S. shall have approved or cleared all such filings; (c) No statute, rule, regulation, executive order, decree, ruling or injunction Ancillary Agreements shall have been enactedissued and remain in effect (each party agreeing to use its reasonable best efforts to have any such injunction, enteredorder or decree lifted) and no statute, promulgated rule or enforced regulation shall have been enacted by any court state or Government entity federal government or Governmental Authority in the United States which prohibits the consummation of the transactions contemplated hereby substantially on or by the terms Ancillary Agreements; (3) All federal, state and local government consents and approvals required for the consummation of the transactions contemplated hereby or by the Ancillary Agreements, including, without limitation, the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, shall have become Final Orders (a "Final Order" for purposes of this Agreement means a final order after all opportunities for rehearing are exhausted (whether or not any appeal thereof is pending) that has not been revised, stayed, enjoined, set aside, annulled or suspended, with respect to which any required waiting period has expired; and as to which all conditions to effectiveness prescribed therein or otherwise by law, regulation or order have been satisfied) with such terms and conditions as shall have been imposed by the Governmental Authority issuing such Final Order; provided that such Final Orders shall not have imposed terms and conditions which would reasonably be expected to have a material adverse effect on the business, results of making the acquisition operations, financial condition or physical condition of the Fastener Business by Purchased Assets; (4) All consents and approvals required under the Buyer terms of any note, bond, mortgage, indenture, contract or other agreement to which the Seller or the Buyer, or any of its Affiliates illegal; (d) The their subsidiaries, is a party for the consummation of the transactions contemplated by this Agreement hereby shall have received been obtained, other than those (i) which if not obtained, would not, in the requisite vote required aggregate, have a Material Adverse Effect, or (ii) for which an agreement which is described in the Shareholder Approvallast sentence of Section 7.6(b) hereof has been entered into; and (e5) The Parent There shall have repaid that certain indebtedness described been no changes in Section 5.14(b) applicable Laws, judgements, orders or decrees which would, in the manner set forth and in accordance with aggregate, have a material adverse effect on the provisions business, results of Section 5.14(b). Table operations, financial condition or physical condition of Contentsthe Purchased Assets.

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) To the extent required by applicable Lawlaw, each of the Sellers Seller and the Buyer and any other Person person (as defined in the HSR Act) required in connection with the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the Department of Justice and the FTC pursuant to the HSR Act shall have made such filing and all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated;. (b) To the extent required by applicable Lawlaw, each of the Sellers Seller and the Buyer and any other Person person required in connection with the transactions contemplated hereby to file any all necessary filings with any Government entity Governmental Entity outside the U.S. shall have made such filings and such Government entities Governmental Entities outside the U.S. shall have approved or cleared such filing and all such filings;approvals or clearances shall have been received. (c) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or Government entity Governmental Entity which prohibits the consummation of the transactions contemplated hereby substantially on the terms contemplated hereby or has the effect of making the acquisition of the Fastener Nonwovens Business by the Buyer or any of its Affiliates affiliates illegal;. (d) The Seller and the Buyer, respectively, shall have timely made all filings and obtained all permits, authorizations, consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement shall Agreement, except to the extent that the failure to obtain any such permits, authorizations, consents or approvals would not have received the requisite vote required for the Shareholder Approval; and (e) The Parent shall have repaid that certain indebtedness described in Section 5.14(b) in the manner set forth and in accordance with the provisions of Section 5.14(b). Table of Contentsa Material Adverse Effect.

CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment or waiver (other than the conditions set forth in subsections (a) and (b) of this Section 7.1) at or prior to the Effective Time Closing Date of the following conditions: (a) To No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the extent required by applicable Law, each consummation of the Sellers and the Buyer and any other Person (as defined in the HSR Act) required in connection with the transactions contemplated hereby shall have been issued and remain in effect (each party agreeing to file a Notification use its commercially reasonable efforts to have any such injunction, order or decree lifted) and Report Form for Certain Mergers and Acquisitions with no statute, rule or regulation shall have been enacted by any state or federal government or Governmental Authority in the Department United States which prohibits the consummation of Justice and the FTC pursuant to transactions contemplated hereby; (b) The waiting period under the HSR Act shall have made such filing and all applicable waiting periods with respect to each such filing (including any extensions thereof) the consummation of the transactions contemplated hereby shall have expired or been terminated; (bc) To the extent required by applicable Law, each of the Sellers The Partnership Agreement shall be amended in form and the substance reasonably acceptable to Seller and Buyer and any other Person required in connection with the transactions contemplated hereby to file any filings with any Government entity outside the U.S. shall have made such filings and such Government entities outside the U.S. shall have approved or cleared all such filings; (c) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or Government entity which prohibits the consummation of the transactions contemplated hereby substantially on the terms contemplated hereby or has the effect of making the acquisition of the Fastener Business duly executed by the Buyer or any of its Affiliates illegal; (d) The transactions contemplated by this Agreement shall have received the requisite vote required for the Shareholder Approvalgeneral partners; and (ei) The Parent Operating Agreement shall be terminated (without any liability to Seller, Tuscarora Gas Operating Company or their Affiliates) and (ii) the Partnership and Tuscarora Gas Operating Company shall have repaid that certain indebtedness described in executed and delivered to each other customary mutual releases pursuant to which their respective obligations and liabilities under the Operating Agreement (other than any obligations and liabilities under Section 5.14(b5.01 and Section 5.02 thereof and other than any amounts due and owing under the Operating Agreement as of such termination) in the manner set forth are forever released and in accordance with the provisions of Section 5.14(b). Table of Contentsdischarged.