Common use of Conditions to Each Purchaser’s Obligations Clause in Contracts

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (c) the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units; (d) no notice of delisting from NYSE shall have been received by the Partnership with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; and (f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Securities shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.033.04, Section 3.133.09. Section 3.10, Section 3.16 3.13(a)(i) and (b)(i), Section 3.14, Section 3.16, Section 3.17, Section 3.26 or Section 3.17 3.32 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (c) the NYSE Company shall have authorizedfiled with NASDAQ a “Notification Form: Listing of Additional Shares” and supporting documentation, upon official notice of issuanceif required, related to the listing of the Conversion UnitsUnderlying Shares and NASDAQ shall have not raised any objection with respect thereto that has not been withdrawn; (d) the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designation in substantially the form attached hereto as Exhibit B, with such changes thereto as may be consented to by the parties hereto prior to the Closing, it being agreed that the parties hereto shall consent to any commercially reasonable changes as may be reasonably required by NASDAQ staff to comply with NASDAQ listing rules (the “Certificate of Designation”) and such filing shall have been accepted and the Certificate of Designation shall be effective; (e) since the date of this Agreement, no downgrading shall have occurred in the rating accorded the Company’s Indebtedness (as defined in the Amended and Restated Credit Agreement) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) under the Exchange Act; (f) no notice of delisting from NYSE NASDAQ shall have been received by the Partnership Company with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase PriceStock; and (fg) the Partnership Company shall have delivered, or caused to be delivered, to the Purchaser the PartnershipCompany’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Shares shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.033.13(a), Section 3.13, Section 3.16 (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (c) the NYSE shares of Common Shares continue to be either (i) quoted on the OTCQX Market quotation system or (ii) listed on a national securities exchange registered under the Exchange Act and no notice of suspension or proposed delisting by such exchange shall have authorized, upon official notice of issuance, been delivered to the listing of the Conversion Units;Company; and (d) no notice of delisting from NYSE shall have been received by the Partnership with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; and (f) the Partnership Company shall have delivered, or caused to be delivered, to the Purchaser the PartnershipCompany’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Shares shall be subject to the satisfaction on or prior to (and continuing through) the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership Seller contained in this Agreement ARTICLE III shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.033.07(a), Section 3.133.07(b), Section 3.16 3.07(c), Section 3.07(d) or Section 3.17 3.08 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership representations and warranties contained in ARTICLE IV shall be true and correct in all material respects (other than those representations and warranties contained in Section 4.01, Section 4.02, Section 4.13(a), Section 4.13(b), Section 4.13(c) or Section 4.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (c) the Seller shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (cd) the NYSE closing of the Merger shall have authorizedoccurred, upon official or shall occur substantially simultaneously with the Closing, in accordance with the Business Combination Agreement without any amendment, supplement, waiver or other modification (i) to the definition of “Impax Material Adverse Effect” (as defined in the Business Combination Agreement) or the definition of “Amneal Material Adverse Effect” (as defined in the Business Combination Agreement), (ii) to the amount or form of “Merger Consideration” (as defined in the Business Combination Agreement) or (iii) that would increase the aggregate number of “Amneal Units” to be issued to the “Existing Amneal Members” in the “Recapitalization” (each as defined in the Business Combination Agreement); (e) the Purchased Shares shall have been validly issued; (f) the Class A Common Stock (including the Purchased Shares, other than the Class B-1 Common Stock) shall have been duly listed, subject to notice of issuance, on the listing of the Conversion UnitsNYSE; (dg) no notice of delisting from the NYSE shall have been received by the Partnership Company with respect to the Class A Common UnitsStock; (eh) there the Seller shall not have occurred entered into a Material Adverse Effect; provided thatlock-up agreement, solely for dated as of the purposes date hereof, in substantially the form attached hereto as Exhibit D, and such lock-up agreement shall remain in full force and effect as of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; andClosing Date; (fi) certain of the directors and officers of Newco as of the Closing Date shall have entered into a lock-up agreement, dated as of the Closing Date, in substantially the form attached hereto as Exhibit E; (j) the Partnership Seller shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries deliverables described in Section 2.06(a); and (k) with respect to the Fidelity Purchasers only, as applicablethe purchase of Purchased Shares by the Fidelity Purchasers shall not cause the Fidelity Purchasers to collectively own Common Shares which would represent more than 14.99% of the shares of Class A Common Stock outstanding at such time.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Shares shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.033.13(a), Section 3.13, Section 3.16 (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership representation and warranty of the Company contained in Section 3.35, at Closing, shall be true and correct in all respects; (c) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (cd) the NYSE conditions under the XXXXX Purchase Agreement to the obligations of the parties thereto to consummate the transactions contemplated thereby, other than conditions that by their nature are to be satisfied at the closing of such transactions, shall have authorizedbeen satisfied or waived, upon official and the Company, after giving effect to the consummation of the issuance and sale of Purchased Shares hereunder, shall have sufficient available unrestricted cash or other available liquidity to consummate such transactions substantially concurrently with the Closing as contemplated by Section 2.03(c); (e) the Purchased Shares shall have been duly listed, subject to notice of issuance, the listing of the Conversion Unitson NASDAQ; (df) no notice of delisting from NYSE NASDAQ shall have been received by the Partnership Company with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase PriceShares; and (fg) the Partnership Company shall have delivered, or caused to be delivered, to the Purchaser the PartnershipCompany’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Securities shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, 3.05 or Section 3.16 or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be so true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (c) the NYSE Company shall have authorized, upon official notice duly adopted and filed with the Secretary of issuance, the listing State of the Conversion UnitsState of Delaware (the “Delaware Secretary of State”) the Certificate of Designation in the form attached hereto as Exhibit B, with such changes thereto as may be consented to by the parties hereto prior to the Closing, it being agreed that the parties hereto shall consent to any commercially reasonable changes as may be reasonably required to comply with NYSE listing rules (the “Certificate of Designation”) and such filing shall have been accepted by the Delaware Secretary of State; provided that if the Delaware Secretary of State is closed due to an extraordinary event (including relating to COVID-19), then the Certificate of Designation, substantially in the form attached as Exhibit B hereto, shall be delivered to or positioned with the Delaware Secretary of State or a representative thereof or otherwise prepared by the Company for filing so that it can be subsequently filed, and deemed effective as of a date no later than the Closing Date, in accordance with the guidelines and procedures of the Delaware Secretary of State following the reopening of the Delaware Secretary of State after the extraordinary event has ended (such that the Certificate of Designation shall be deemed filed and effective as of a date no later than the Closing Date as if the Delaware Secretary of State had not been closed due to an extraordinary event notwithstanding that the administrative act of filing the Certificate of Designation on the applicable systems of the Delaware Secretary of State and the acceptance of such filing by the Delaware Secretary of State will not occur until the Delaware Secretary of State is reopened after the extraordinary event has ended) and a certified copy shall be obtained from the Delaware Secretary of State as promptly as possible following the reopening of the Delaware Secretary of State after the extraordinary event has ended, and a copy thereof delivered to the Purchasers; (d) no notice of delisting from NYSE the Company shall have been received by the Partnership with respect entered into amendments to the Common Unitsagreements set forth on Schedule 2.04(d), in form and substance reasonably satisfactory to the Purchasers, which as of the Closing are in full force and effect; (e) there between the date of this Agreement and the Closing Date, no Effects shall not have occurred and be continuing that have had or would, individually or in the aggregate, have a Material Adverse Effect; provided that, solely for and the purposes listing of this subsection (e), a Material Adverse Effect the Common Stock on NYSE shall not be deemed have been terminated and no notice to such effect shall have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Pricebeen received; and (f) the Partnership Company shall have delivered, or caused to be delivered, to the Purchaser the PartnershipCompany’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing Shares shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):): 8 (a) the representations and warranties of the Partnership Company contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.033.13(a), Section 3.13, Section 3.16 (b) or (c) or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership representation and warranty of the Company contained in Section 3.35, at Closing, shall be true and correct in all respects; (c) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; ; (cd) the NYSE conditions under the XXXXX Purchase Agreement to the obligations of the parties thereto to consummate the transactions contemplated thereby, other than conditions that by their nature are to be satisfied at the closing of such transactions, shall have authorizedbeen satisfied or waived, upon official and the Company, after giving effect to the consummation of the issuance and sale of Purchased Shares hereunder, shall have sufficient available unrestricted cash or other available liquidity to consummate such transactions substantially concurrently with the Closing as contemplated by Section 2.03(c); (e) the Purchased Shares shall have been duly listed, subject to notice of issuance, the listing of the Conversion Units; on NASDAQ; (df) no notice of delisting from NYSE NASDAQ shall have been received by the Partnership Company with respect to the Common Units; Shares; and (e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; and (fg) the Partnership Company shall have delivered, or caused to be delivered, to the Purchaser the PartnershipCompany’s closing deliveries described in Section 2.06(a), as applicable.”

Conditions to Each Purchaser’s Obligations. The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing and Warrants shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 3.17 or Section 3.17 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; (b) the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date; (c) the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units and the Warrant Exercise Units; (d) no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units; (e) there shall not have occurred a Material Adverse Effect; provided that; (f) the Partnership shall have (i) increased the aggregate commitments under the Credit Agreement to (or entered into another similar asset-based revolving facility with minimum aggregate commitments of) at least $1,300,000,000 and (ii) entered into the Bridge Loan, solely for the purposes New USAC Indenture or a combination thereof; (g) immediately following the consummation of this subsection the transactions contemplated hereby, the Partnership will have total undrawn availability under the Credit Agreement (eand/or if the Partnership has entered into another similar asset-based revolving facility, total undrawn availability under such revolving facility), a Material Adverse Effect shall not be deemed to have occurred if, at plus cash and cash equivalents of the time of determination, the market price per Common Unit is Partnership and its subsidiaries equal to or greater than $350,000,000 in the Series A Preferred Unit Purchase Priceaggregate; and (fh) the Partnership shall have delivered, or caused to be delivered, to the such Purchaser the Partnership’s closing deliveries described in Section 2.06(a), as applicable.”