Common use of Conditions to Obligations of Each Party Clause in Contracts

Conditions to Obligations of Each Party. The obligations of Elf, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal the consummation of the Transactions or the Other Transactions or to obtain substantial damages with respect to the consummation of the Transactions or the Other Transactions, and adopted by the stockholders of Elf there shall not be in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive effect any order, decree injunction, judgment decree, ruling or injunction shall have been enactedarbitration award of a Authority of competent jurisdiction restraining, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal enjoining or otherwise prohibiting the consummation of the Merger Transactions or the transactions contemplated herebyOther Transactions; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Transactions or the Other Transactions under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or early termination shall have been granted; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger Hxxx-Xxxxx-Xxxxxx Act (which is addressed in Section 7.1(b)) all authorizations, consents or approvals required to be obtained from all Authorities prior to the consummation of the Transactions and the Other Transactions, shall have expired been obtained from all such Authorities, except for such authorizations, consents and approvals the failure to obtain would not reasonably be expected to have a Material Adverse Effect; (d) No more than forty percent (40%) of the Tower Sites and Tower Structures under this Agreement and the Other Purchase Agreement, taken in the aggregate, have been designated as either Rejected Sites or Remedial Sites (e) All of the closing conditions contained in Article 7 of the Other Purchase Agreement shall have been terminatedsatisfied or waived in accordance with the terms thereof, and the initial closing of the Other Transactions shall be occurring simultaneously with the Closing hereunder; and (df) the TULIP Merger The Escrow Agent shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed and delivered the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Remedial Site Escrow Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedif applicable.

Conditions to Obligations of Each Party. The obligations of Elfeach party to this Agreement to consummate, Parent and Merger Subsidiary or cause to consummate be consummated, the Merger are Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The SPAC Stockholders’ Approval shall have been obtained; (b) All waiting periods (and any extensions thereof) applicable to the Transactions under any Antitrust Law, and any commitments or agreements (including timing agreements) with any Governmental Authority not to consummate the Transactions before a certain date, shall have expired or been terminated, and all other Regulatory Approvals shall have been obtained; (c) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; (e) The Company Required Approval shall have been obtained; and (f) TopCo’s initial listing application with NYSE or Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and adopted by the stockholders TopCo Common Shares (including, for the avoidance of Elf in accordance with Delaware Law; (bdoubt, the TopCo Common Shares to be issued pursuant to the Transactions) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enactedapproved for listing on NYSE or Nasdaq, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedas applicable.

Conditions to Obligations of Each Party. The obligations of Elf, Parent the Company and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this This Agreement shall have been approved and adopted by the stockholders holders of Elf not less than a majority of the Shares entitled to vote for directors in accordance with Delaware Lawthe MBCA; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation comparable period under the Antitrust Laws of other applicable jurisdictions relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) receipt of a solvency opinion addressed to each of the Board of Directors of the Company, Parent, and Merger Sub, as to the solvency of the Surviving Corporation after giving effect to the transactions contemplated by this Agreement; (e) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders set forth on the Disclosure Schedule shall have been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the transactions contemplated by this Agreement); and (df) all actions by or in respect of, or filings with, any governmental body, agency or authority required to permit the TULIP Merger consummation of the Merger, shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on taken, made or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Purchaser to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware LawRequired Vote at the Company Stockholder Meeting, at which a quorum is present; (b) no federal, state or foreign statute, rule, regulation, executive order, decree rule or injunction regulation shall have been enacted, entered, promulgated or enforced deemed applicable to the Merger by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prevents the consummation of the Merger or makes the transactions contemplated herebyconsummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; (c) any applicable waiting period (and any extension thereof) under the HSR Act or any foreign competition law or regulation relating applicable to the Merger shall have expired or been terminated; (d) all material authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity in connection with the Merger and the consummation of the other transactions contemplated by this Agreement shall have been filed or been obtained; and (de) the TULIP Merger S-4 shall have been consummated; provided that this condition declared effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 shall be deemed to have been satisfied in effect and no proceedings for all purposes of this Agreement if (i) TULIP shareholder approval of that purpose shall be pending before or threatened by the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedSEC.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign or state court or Governmental Authority that would prevent or make illegal the consummation of the transactions contemplated herein; (b) the Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or shall have been withdrawn, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC; (c) WNR and the underwriters named in the Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the Registration Statement (the “Underwriting Agreement”); (d) all other approvals of Persons shall have been obtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have a Material Adverse Effect; (e) the representations and warranties of the parties hereto contained in this Agreement shall have been approved true and adopted by correct as of the stockholders date of Elf execution of this Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute a Material Adverse Effect; (f) the agreements and covenants of the parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute a Material Adverse Effect; (g) no Material Adverse Effect shall have occurred since the date of this Agreement; (h) each of the Owners shall have withdrawn as partners from WRC in accordance with the WRC Partnership Agreement and the Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminatedLP Act; and (di) the TULIP Merger shall have been consummated; provided that this condition WRGP shall be deemed to have been satisfied for all purposes admitted as the sole general partner of this Agreement if (i) TULIP shareholder approval WRC and WRLP shall be admitted as the sole limited partner of WRC, each in accordance with the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger WRC Partnership Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The obligations of Elfthe Company, Parent Acquiror and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Company shall have been approved and adopted by the stockholders of Elf obtained Company Shareholder Approval in accordance with Delaware Florida state corporate Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction laws shall have been enactedadopted or promulgated, enteredand no temporary restraining order, promulgated preliminary or enforced permanent injunction or other order issued by any Governmental Entity which a court or other governmental entity of competent jurisdiction shall be in effect, that (i) has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or (ii) otherwise, individually or in the transactions contemplated herebyaggregate, would have a Material Adverse Effect on Acquiror (including the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; provided, however, that each of the parties shall have used their best efforts to prevent the entry of any such temporary restraining order, injunction or other order, including, without limitation, taking such action as is required to comply with Section 8.01, and to appeal as promptly as possible any injunction or other order that may be entered; (c) all required approvals, applications, or notices with governmental entities and/or self-regulatory agencies shall have been obtained (the “Approvals”), except those approvals, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (d) no order suspending the use of the Company Proxy Statement or any applicable part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC; and (e) any waiting period (and any extension thereof) under the HSR Act or any foreign competition law or regulation relating applicable to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Merger if Merger Sub shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of (or as a result of Parent's breach of) this Agreement; (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of Elf in accordance with Delaware Lawthe Company, if required by the DGCL; (bc) no federaljudgment, state injunction, order or foreign statute, rule, regulation, executive order, decree of a court or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction shall be in effect which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the Merger Merger; provided, however, that no party may rely on this condition if it is in breach of its obligations under Section 4.05 hereof and such breach has, directly or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act indirectly, resulted in such judgment, injunction, order or any foreign competition law or regulation relating to the Merger shall have expired or been terminateddecree being in effect; and (d) (i) any waiting period applicable to consummation of the TULIP Merger under the HSR Act and any applicable foreign antitrust laws shall have expired or been terminated and (ii) all approvals required under any applicable foreign antitrust laws before consummation of the Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes obtained, except in the case of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, and (ii) above, such waiting periods (other than the meeting HSR Act) or approvals the failure of TULIP shareholders (including any adjournment thereto) shall which to expire or be obtained is not reasonably likely to have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, a Parent Material Adverse Effect or (iii) TULIP shall have failed to perform in any material respect any obligation a Company Material Adverse Effect or to comply in any material respect with any agreement or covenant of TULIP provide a reasonable basis to be performed or complied with by it under the TULIP Merger Agreement, such conclude that the conditions set forth in Section 9.02(a) parties hereto or 9.02(c) any of their respective directors, officers, agents, advisors or other representatives would be subject to the TULIP Merger Agreement cannot be satisfied.risk of criminal liability. ARTICLE VI

Conditions to Obligations of Each Party. The obligations At each Closing, the obligation of Elf, Parent Purchaser to purchase the Shares to be acquired at such Closing and Merger Subsidiary the obligation of the Company to consummate sell and issue the Merger are Shares to be sold and issued at such Closing shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been approved fulfilled, and adopted by the stockholders all consents, authorizations, permits, waivers and approvals (including of Elf in accordance with Delaware Law; (b) no all U.S. federal, state or foreign statute, rule, regulation, executive order, decree or injunction and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been enactedobtained, enteredincluding, promulgated or enforced by any Governmental Entity which has but not limited to, that the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting required waiting period under Antitrust Laws applicable to the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under by the HSR Act or any foreign competition law or regulation relating to the Merger Transaction Documents shall have expired or been terminated; and. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) the TULIP Merger The Company Stockholder Approval shall have been consummatedobtained; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval receipt of the TULIP Merger Company Stockholder Approval shall not have been obtained on or before June 15, 2001, (ii) be a condition to the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP transactions to be performed or complied with by it under consummated at the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedFirst Closing.

Conditions to Obligations of Each Party. The respective obligations of Elfeach Party to this Agreement to effect the Mergers and the other Transactions, Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) this Agreement The Capital Restructuring shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Lawcompleted; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction The SPAC Shareholders’ Approval and the Company Shareholders’ Approval shall have been obtained; (c) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) (i) the Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq and the Company shall not have received any notice of non-compliance therewith, and (ii) the Registrable Securities to be issued in connection with the Mergers shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance; (e) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (f) No Governmental Authority shall have enacted, enteredissued, promulgated promulgated, enforced or enforced by entered any Law (whether temporary, preliminary or permanent) or Governmental Entity Order that is then in effect and which has the effect of making the Merger or the transactions contemplated hereby Closing illegal or which otherwise prohibiting the prohibits consummation of the Merger or the transactions contemplated hereby; Closing (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15foregoing, 2001a “restraint”), (ii) the meeting of TULIP shareholders (including other than any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such restraint that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedis immaterial.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Contribution Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated herein under the HSR Act shall have expired or been approved and adopted by the stockholders of Elf in accordance with Delaware Lawterminated; (b) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or foreign statuteprovincial court or governmental agency or other federal, ruleforeign, regulation, executive order, decree state or injunction shall have been enacted, entered, promulgated provincial regulatory or enforced by any Governmental Entity which has the effect of making the Merger administrative agency or the transactions contemplated hereby commission that would prevent or make illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyherein; (c) any applicable waiting period under the HSR Act AHGP Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or any foreign competition law or regulation relating shall have been withdrawn, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the Merger knowledge of the parties, threatened by the Commission; (d) AHGP, the General Partner and the underwriters named in the AHGP Registration Statement shall have expired executed an underwriting agreement for a firm commitment underwriting as described in the AHGP Registration Statement (the “Underwriting Agreement”); (e) all other approvals of Governmental Authorities and of non-governmental persons or entities shall have been terminatedobtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have an AHGP Material Adverse Effect; (f) the representations and warranties of the parties hereto contained in this Contribution Agreement shall have been true and correct as of the date of execution of this Contribution Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute an AHGP Material Adverse Effect; (g) the agreements and covenants of the parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute an AHGP Material Adverse Effect; (h) assignment agreements in form and substance reasonably acceptable to the parties hereto evidencing the transfers of partnership interests, limited liability company interests and common stock contemplated by Article II shall have been executed by the parties thereto; (i) each of AMH and AMH II shall have withdrawn as members of MGP in accordance with the MGP LLC Agreement and the Delaware LLC Act; and (dj) the TULIP Merger each of AMH, AMH II and SGP shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed and delivered the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Registration Rights Agreement, such that the conditions set forth a form of which is attached in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.Annex A.

Conditions to Obligations of Each Party. The obligations of Elf, Parent the Company and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this (i) the Company/Subsidiary Merger Agreement and the Company/Subsidiary Merger shall have been approved and adopted by the stockholders holders of Elf a majority of the Company's outstanding capital stock entitled to vote for directors (voting as a class) in accordance with the DGCL and the Company/Subsidiary Certificate of Merger shall have been filed with the Secretary of State of the State of Delaware Lawin accordance with the DGCL, in each case prior to the approvals contemplated by Section 9.01(a)(ii), and (ii) this Agreement and the Merger shall have been approved by the holders of (x) a majority of the Company's outstanding capital stock entitled to vote for directors (voting as a class) in accordance with the DGCL and (y) the majority of the Company's outstanding capital stock entitled to vote for directors (other than the Continuing Shareholders) at the Company Stockholder Meeting; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger sale of the Equity Investments pursuant to the Equity Investments Sale Agreement shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Merger, shall have been taken, made or obtained; (e) receipt of a solvency opinion addressed to each of the Special Committee, the Board of Directors, Merger Subsidiary, the Sponsor and each of the Equity Investors, as to the solvency of the Surviving Corporation after giving effect to the Transactions; (i) the Equity Investments shall have been purchased pursuant to the terms and conditions of the Equity Investments Sale Agreement (without waiver, consent or amendment not previously approved by Merger Subsidiary in writing) and the Company shall have received no less than $125.0 million in cash (or, no less than $116.0 million in cash to the extent a right of first refusal process has not been completed prior to the Effective Time with respect to certain Equity Investments (but not by virtue of a refusal to consent to any such sale)) from such sale less any amounts placed in escrow or used to pay outstanding borrowings under the Credit Agreement pursuant to Section 6.01(g) and (ii) any amounts placed in escrow pursuant to Section 6.01(g) shall have been released from escrow; (g) the Employee Retention Committee will address various matters related to the Company's employees pursuant to an agreement of the majority of the members of such committee on terms consistent with Schedule 9.01(g); (h) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders shall have been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (di) unless the TULIP Merger Saturn Sales have been consummated in full prior to the Effective Time, the Company shall have been consummated; provided that this condition shall be deemed transferred the Saturn Equity Investment to have been satisfied for all purposes of this Agreement if a newly-formed wholly owned subsidiary (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c"Saturn Subsidiary") of the TULIP Company; provided, that the obligation of the Company to pay any Merger Agreement canConsideration Adjustment and the Option Consideration Adjustment shall continue to be the obligation of the Company or the Surviving Corporation, as the case may be, and shall not be satisfiedshifted to Saturn Subsidiary.

Conditions to Obligations of Each Party. The obligations of ElfBuyer, Parent and Merger Subsidiary the Sellers to consummate the Merger Share Purchase are subject to the satisfaction or waiver (in writing), on or prior to the Closing Date, of the following conditions: (a) this Agreement no provision of any applicable Law or regulation and no judgment, injunction, order, decree of any Governmental Entity or other legal restraint shall have been approved and adopted by prohibit the stockholders consummation of Elf in accordance with Delaware Lawthe Share Purchase; (b) no federalall consents, state approvals or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by other authorizations of any Governmental Entity which has required in connection with the effect consummation of making the Merger or the transactions contemplated hereby illegal shall have been obtained, except for such consents or otherwise prohibiting approvals which, if not obtained, would not materially impair the consummation ability of the Merger or parties to consummate the transactions contemplated hereby;by this Agreement; and (c) the Bankruptcy Court shall have entered the Sale Order, in form and substance reasonably acceptable to Buyer, which, among other things, shall have authorized and directed the Sellers to assign and transfer to Buyer the Shares free and clear of all Encumbrances and such Sale Order shall not be subject to any applicable waiting period under stay issued by the HSR Act Bankruptcy Court or any foreign competition law or regulation relating to other court of competent jurisdiction; provided, however, that upon the Merger shall have expired or been terminated; and occurrence of the Effective Date, the condition imposed in this subsection (dc) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for satisfied, Parent and the Sellers shall withdraw the Sale Motion, and all purposes obligations of this Agreement if (i) TULIP shareholder approval of Parent and the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions Sellers set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger this Agreement cannot to seek Bankruptcy Court approval shall be deemed satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Agreement and the Transactions shall be subject to the satisfaction fulfillment of the following conditions: (a) this Agreement (i) none of the Bankruptcy Cases shall have been approved dismissed or converted to a case under chapter 7 of the Bankruptcy Code, (ii) the Plan shall incorporate the terms of this Agreement and adopted by (iii) the stockholders Plan shall have been confirmed pursuant to an order of Elf the Bankruptcy Court, which order shall have become final, non-appealable and not subject to further review (the "Confirmation Order") in accordance with Delaware Law;the provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by The waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period Acquisition under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and; (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Transactions or the Plan; (d) the TULIP Merger There shall have been consummated; provided obtained any and all material permits, approvals and consents of any governmental body, commission or agency that this condition shall reasonably may be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval necessary so that the consummation of the TULIP Merger shall not Plan and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have been obtained on or before June 15, 2001, a Dailxx XXX xx Weatxxxxxxx XXX; xxd (iie) The receipt of all approvals and consents of third persons the meeting granting of TULIP shareholders (including any adjournment thereto) shall have concluded without which is necessary for the approval consummation of the TULIP Merger Agreement from Plan or the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform Transactions contemplated in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedconnection therewith.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Purchase shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a1) this Agreement As of the Closing Date, no Legal Action shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federalbe pending before any Authority seeking to enjoin, state restrain, prohibit or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby make illegal or otherwise prohibiting to impose any materially adverse condition in connection with, the consummation of the Merger or Purchase, it being understood and agreed that a written request by any Authority for information with respect to the transactions contemplated herebyPurchase, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority, and it being further understood that the foregoing shall not include the Centerpointe Litigation if such Centerpointe Litigation is still pending as of the Closing Date; (c2) any applicable Any waiting period (and any extension thereof) applicable to the consummation of the Purchase under the HSR Xxxx-Xxxxx-Xxxxxx Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d3) Except with respect to the TULIP Merger Xxxx-Xxxxx-Xxxxxx Act (which is addressed in Section 8.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Purchase, shall have been consummated; provided that this condition shall obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, in the reasonable business judgment of ATLP, reasonably be deemed expected to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of a Material Adverse Effect on Target or the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedTarget Assets.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign or state court or Governmental Authority that would prevent or make illegal the consummation of the transactions contemplated herein; (b) the Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or shall have been withdrawn, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC; (c) WNR and the underwriters named in the Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the Registration Statement (the “Underwriting Agreement”); (d) all other approvals of Persons shall have been obtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have a Material Adverse Effect; (e) the representations and warranties of the parties hereto contained in this Agreement shall have been approved true and adopted by correct as of the stockholders date of Elf execution of this Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in accordance with Delaware Lawthe aggregate, constitute a Material Adverse Effect; (bf) no federal, state the agreements and covenants of the parties hereto to be complied with or foreign statute, rule, regulation, executive order, decree performed on or injunction before the Closing Date pursuant to the terms hereof shall have been enactedduly complied with or performed, enteredexcept for such failures to comply or perform which do not, promulgated or enforced by any Governmental Entity which has in the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyaggregate, constitute a Material Adverse Effect; (cg) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger no Material Adverse Effect shall have expired or been terminatedoccurred since the date of this Agreement; and (dh) each of the TULIP Merger Owners shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this withdrawn as partners from WRC in accordance with the WRC Partnership Agreement if (i) TULIP shareholder approval of and the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedDelaware LP Act.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Merger, it being understood and adopted agreed that a written request by any Authority for information with respect to the stockholders of Elf Merger, which information could be used in accordance connection with Delaware Lawsuch Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by Any waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Act shall have expired or the transactions contemplated herebybeen terminatex xxxxxxx xxx condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger Hart-Scott-Rodino Act (which is addressed in Section 7.1(b)), xxx xxxxxxxxxxxons, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Merger, shall have expired been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or been terminateddeclarations the failure to obtain or make would not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the TULIP Merger Consideration shall have been consummated; provided that this condition shall be deemed listed for trading on The New York Stock Exchange, subject to have been satisfied for all purposes official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. The obligations of Elf, Parent each Greenhill Entity and Merger Subsidiary each Member to consummate the Merger are subject to the satisfaction or, to the extent permissible by law, waiver of the following conditions: (a) this Agreement shall have been (i) approved and adopted by the stockholders sole stockholder of Elf the Company in accordance with Delaware Law and (ii) adopted by the Members in accordance with New York Law; (b) no federalprovision of any applicable law or regulation and no judgment, state injunction, order or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger or the transactions contemplated herebyby this Agreement; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger and the U.K. Exchange shall have expired or been terminated; and; (d) the TULIP Merger Registration Statement shall have been consummated; provided that this condition declared effective and no stop order suspending the effectiveness of the Registration Statement shall be deemed in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Common Stock to be issued in the Public Offering shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; (f) each of the Dissociation Agreement, Option Agreement, Offer Letter and U.K. Partners Option Agreement shall have been executed and delivered by each of the parties thereto and the Offer Letter shall have been accepted in accordance with its terms, and each of the foregoing shall continue in full force and effect, and there shall not have occurred any material breach of any such agreement; (g) each of the U.K. Partners shall have been appointed a director of GE Ltd.; (h) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the transactions contemplated by this Agreement, shall have been taken, made or obtained; and (i) all of the conditions precedent to the consummation of the Public Offering (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of or waived, and the TULIP Merger Public Offering shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedconsummated substantially simultaneously herewith.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Purchaser to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement Purchaser shall have been approved and adopted by the stockholders purchased shares of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Company Common Stock pursuant to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummatedOffer; provided that this condition shall be deemed to have been satisfied with respect to the obligation of Parent and Purchaser to effect the Merger if Purchaser fails to accept for all purposes payment or pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in violation of the terms of the Offer or of this Agreement; (b) if required by applicable law, this Agreement shall have been approved and adopted by the required vote of the shareholders of the Company in accordance with the NJBCA; (c) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger or makes the consummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used best efforts (subject to Section 6.06(g)) to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; and (d) the HSR/EC Condition shall be satisfied; and (e) if (i) TULIP shareholder the Company has not sought and obtained an LNA for any Site, approval of the TULIP Merger shall not a Remediation Agreement covering such Site must have been obtained on or before June 15, 2001, (ii) from NJDEP in the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedcustomary form.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each Party to consummate effect the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the GOGL Shareholder Approval and the KSL Shareholder Approval shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Lawobtained; (b) no federal, state Applicable Law preventing or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyshall be in effect; (c) any applicable waiting period the Registration Statement shall have been declared effective by the SEC under the HSR 1933 Act or any foreign competition law or regulation relating to and no stop order suspending the Merger effectiveness of the Registration Statement shall have expired or been terminated; andissued by the SEC and no proceedings for that purpose shall have been initiated by the SEC; (d) the TULIP KSL Common Shares to be listed for trading as a result of the Merger shall be so listed, and any KSL Common Shares to be issued in connection with the Merger shall have been consummatedapproved for listing on Nasdaq and on the Oslo Stock Exchange, subject to the completion of the Merger; provided that and (e) the holders of not more than an aggregate of 5% of the aggregate number of KSL Common Shares otherwise issuable to holders of GOGL Common Shares and to be retained by holders of KSL Common Shares as a result of the Merger having taken all actions necessary to become Dissenting Shareholders. If Dissenting Shares in excess of such 5% level shall occur, then (i) the Parties shall have the right to mutually waive this condition and close, (ii) either Party shall have the right to terminate this Agreement, or (iii) the Parties may mutually agree to adjourn the Closing to any date not later than the End Date to determine whether such percentage is reduced to 5% or less by holders who abandon or lose their right to appraisal pursuant to the Bermuda Companies Act. At such time as such percentage is thus reduced to 5% or less, this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. to Consummate the Transactions on Each Subsequent Closing Date. (a) The respective obligations of Elfthe Seller, Parent on the one hand, and Merger Subsidiary the Purchaser, on the other hand, to consummate the Merger are transactions contemplated hereby at each Subsequent Closing shall be subject to the satisfaction at or prior to each Subsequent Closing Date of each of the following conditions (any of which conditions may be waived by the mutual written agreement of the Seller, on the one hand, and the Purchaser, on the other hand, in whole or in part): (i) the Initial Closing shall have occurred; (ii) there shall be no Order in effect expressly precluding consummation of such Subsequent Closing; (iii) the approvals that are listed on Schedule 7.1(a)(iii) shall have been obtained with respect to the Transferred Facilities being transferred at such Subsequent Closing; and (iv) in respect of any Required Landlord Consent with respect to the Transferred Facilities to be transferred at such Subsequent Closing, an Acceptable Landlord Consent. (b) The obligations of the Purchaser to consummate the transactions contemplated hereby at each Subsequent Closing shall be subject to the satisfaction at or prior to each Subsequent Closing Date or waiver by the Purchaser in the Purchaser’s sole discretion, of each of the following conditions: (ai) all the representations and warranties of the Seller contained in this Agreement with respect to the Transferred Facilities being transferred at such Subsequent Closing shall be true and correct as of such Subsequent Closing Date, with the same effect as though such representations and warranties had been made on and as of such Subsequent Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (ii) all of the covenants of the Seller contained in this Agreement to be performed by the Seller before such Subsequent Closing Date with respect to the Transferred Facilities being transferred at such Subsequent Closing shall have been approved and adopted by the stockholders of Elf performed in accordance with Delaware Lawall material respects before such Subsequent Closing Date; (biii) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller dated as of such Subsequent Closing Date stating that the conditions specified in Section 7.2(b)(i) and Section 7.2(b)(ii) have been enactedsatisfied; (iv) with respect to the Purchased Assets at each Transferred Facility being transferred at the Subsequent Closing, enteredthe Seller shall have delivered to the Purchaser or its designee (A) an original Xxxx of Sale and Assignment and Assumption Agreement (B) an original Lease Assignment and Assumption Agreement and an original Midcap Letter Agreement; (v) the Seller shall have delivered to the Purchaser or its designee an original, promulgated executed and notarized Deed in the applicable form attached hereto as Exhibit E with respect to any Owned Real Property related to each Transferred Facility being transferred at the Subsequent Closing; (vi) the Seller shall have delivered to the Purchaser or enforced its designee a FIRPTA Certificate dated as of such Subsequent Closing Date; (vii) the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller dated as of the Subsequent Closing Date stating that as of the Subsequent Closing Date, (A) the Average Length of Stay at each of the Hospitals being transferred at the Subsequent Closing is greater than twenty-five (25) days for the periods that are (1) five (5) calendar months immediately prior to such Subsequent Closing Date and (2) six (6) calendar months immediately prior to such Subsequent Closing Date; and (B) the aggregate EBITDARM generated by the Facilities not acquired at any Governmental Entity Closing prior to such Subsequent Closing for the three (3) calendar months immediately prior to the month in which the Closing Conditions with respect to such Subsequent Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken or information available at such Subsequent Closing), together with the greater of (1) the aggregate EBITDARM listed on Schedule 7.1(b)(vii) for all of the Transferred Facilities acquired at any Closing prior to such Subsequent Closing and (2) the aggregate EBITDARM generated by all such Transferred Facilities for the three (3) calendar months immediately prior to the month in which the Closing Conditions with respect to each such Transferred Facility were satisfied or waived (other than those conditions that by their nature were to be satisfied by actions taken or information available at such Closing), exceeds the aggregate EBITDARM listed on Schedule 7.1(b)(vii) for all of the Facilities; (viii) the Seller has delivered to the effect Purchaser or its designee a power of making attorney from the Merger applicable Seller Party granting to the Purchaser a power of attorney to exercise the applicable Seller Party’s right under the Licenses necessary to operate each pharmacy located at the Facilities being transferred at the Subsequent Closing, in the form and substance mutually agreeable to the Seller and the Purchaser; (ix) the Seller has delivered to the Purchaser an executed Account Control Agreement; and (x) the Seller has delivered to the Purchaser or its designee such additional instruments of conveyance and transfer as the Purchaser may prepare and reasonably require in order to more effectively vest in the Purchaser, and put the Purchaser in possession of, the Purchased Assets. (c) The obligations of the Seller to consummate the transactions contemplated hereby illegal at each Subsequent Closing also shall be subject to the satisfaction at or otherwise prohibiting prior to each Subsequent Closing Date or waiver by the consummation Seller in the Seller’s sole discretion, of each of the Merger or following conditions: (i) all the transactions contemplated herebyrepresentations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date with the same effect as though such representations and warranties had been made on and as of such Subsequent Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); (cii) any applicable waiting period under all of the HSR Act or any foreign competition law or regulation relating covenants of the Purchaser contained in this Agreement to be performed by the Purchaser before such Subsequent Closing Date shall have been performed in all material respects before such Subsequent Closing Date; (iii) the Purchaser shall have delivered to the Merger Seller a certificate of a duly authorized officer of the Purchaser dated as of such Subsequent Closing Date stating that the conditions specified in Section 7.2(c)(i) and Section 7.2(c)(ii) have been satisfied; (iv) the Purchaser shall have expired or been terminatedexecuted and delivered a Xxxx of Sale and Assignment and a Lease Assignment and Assumption Agreement with respect to the Purchased Assets of each Transferred Facility being transferred at such Subsequent Closing; (v) the Purchaser shall have delivered to the Seller by wire transfer of immediately available funds the Purchase Price allocable to the Transferred Facilities being transferred at such Subsequent Closing in accordance with Section 2.5; and (dvi) with respect to each Real Property Lease transferred at such Subsequent Closing, the TULIP Merger Seller shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement received from the TULIP shareholders having been obtainedlandlord under such Real Property Lease a release (which may be documented in the Lease Assignment and Assumption Agreement) from any liability arising from and after the date of such transfer, including, as applicable, a release in accordance with Section 6.12 of any Lease Guaranties provided by the Seller or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it Seller Party under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedReal Property Lease.

Conditions to Obligations of Each Party. The obligations of Elf, the Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the stockholders of Elf the Company in accordance with Delaware Law, the rules of Nasdaq and the Company's organizational documents; (b) no federalprovision of any applicable law or regulation and no judgment, state and no temporary, preliminary or foreign statutepermanent injunction, rule, regulation, executive order, order or decree or injunction (which the parties shall have been enactedused all reasonable efforts to resist, entered, promulgated resolve or enforced by any Governmental Entity which has lift) shall have the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger or the transactions contemplated herebyMerger; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation the Competition Act, if any, relating to the Merger shall have expired or been terminated; and; (d) the TULIP Registration Statements and the 1934 Act Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statements or the 1934 Act Registration Statement shall be in effect and no proceedings for such purpose, and no similar proceeding in respect of the Company Proxy Statement, shall be pending before or threatened by the SEC; all authorizations pursuant to Canadian Securities Laws necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; and all state securities and blue sky authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (e) the ADSs to be issued in the Merger shall have been consummated; provided that this condition approved for quotation on Nasdaq and the underlying Parent Stock shall have been reserved for listing on the TSX, subject, in the case of Nasdaq, to official notice of issuance, and such underlying Parent Stock shall be deemed freely tradable under the Canadian Securities Laws (to the extent that such shares are not holdings out of a "control block" as defined thereunder); (f) all actions by or in respect of, or filings with, any Governmental Entity, required to permit the consummation of the Merger shall have been satisfied for all purposes of this Agreement if taken, made or obtained; (ig) TULIP shareholder approval the declaration and payment of the TULIP Merger Cash Dividend shall not be permissible under applicable law; and (h) notice shall have been obtained on or before June 15given to the National Association of Securities Dealers, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval Inc. 10 days in advance of the TULIP Merger Agreement from record date for the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform Cash Dividend in any material respect any obligation or to comply in any material respect accordance with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) Rule 10b-17 of the TULIP Merger Agreement cannot be satisfied1934 Act (unless the SEC exempts the Company from compliance with such rule).

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are will be subject to the satisfaction or written waiver (to the extent permitted under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) this Agreement The Company Stockholder Approval shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law;obtained. (b) no federal, state (i) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or foreign statute, rule, regulation, executive order, decree been terminated and (ii) any applicable waiting period or injunction any approval or authorization required to be obtained from any Governmental Entity under the Competition Laws of the jurisdictions set forth on Section 6.1(b) of the Company Disclosure Schedule for the consummation of the Merger shall have been enactedexpired or been obtained, entered, promulgated or enforced by any as applicable. (i) No Governmental Entity which has set forth on Section 6.1(c) of the effect of making the Merger Company Disclosure Schedule shall have issued an Order or the transactions contemplated hereby illegal taken any other action enjoining or otherwise prohibiting the consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the transactions contemplated hereby;consummation of the Merger. (cd) any applicable waiting period under The Registration Statement shall have become effective in accordance with the HSR provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or any foreign competition law or regulation relating threatened unless subsequently withdrawn. (e) The Parent Shares to be issued in the Merger shall have expired or been terminated; and (d) authorized and approved for listing on the TULIP Merger shall have been consummated; provided that this condition shall be deemed NYSE subject to have been satisfied for all purposes official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Merger, it being understood and adopted agreed that a written request by any Authority for information with respect to the stockholders of Elf Merger, which information could be used in accordance connection with Delaware Lawsuch Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by Any waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or the transactions contemplated herebybeen terminated without any condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger Xxxx-Xxxxx-Xxxxxx Act (which is addressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Merger, shall have expired been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or been terminateddeclarations the failure to obtain or make would not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the TULIP Merger Consideration shall have been consummated; provided that this condition shall be deemed listed for trading on The New York Stock Exchange, subject to have been satisfied for all purposes official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. The obligations respective obligation of Elf, Parent and Merger Subsidiary each Party to consummate the Merger are transactions to be performed by it in connection with the Closing is subject to the satisfaction satisfaction, or waiver by such Parties, of the following conditions: (a) this Agreement each of the Buyer Charter Amendment and the Buyer Share Issuance shall have been approved and adopted by the stockholders requisite vote of Elf the holders of Buyer Stock in accordance with Delaware Lawthe DGCL and the restated certificate of incorporation, as amended, and by-laws, as amended, of the Buyer; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction regulation shall have been enacted, entered, enacted or promulgated or enforced by any foreign or domestic Governmental Entity which has prohibits the effect consummation of making the Merger or the transactions contemplated hereby illegal and all consents, orders and approvals from all Governmental Entities and other persons or otherwise entities listed in Section 2.3 of the Company Disclosure Schedule or Section 3.3 of the Buyer Disclosure Schedule shall have been obtained and shall be in effect; (c) there shall be no order or injunction of a foreign or United States federal or state court or other governmental authority of competent jurisdiction in effect precluding, restraining, enjoining or prohibiting the consummation of the Merger or the transactions contemplated hereby; (cd) the expiration or early termination of any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; andoccurred; (d1) the TULIP Merger FCC shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if issued an order (the "FCC Grant") both (i) TULIP shareholder approval consenting to the transfer of the TULIP Merger shall not Debtor Authorizations and, to the extent requested by the Parties, to the transfer of the Buyer Authorizations without any conditions that would have been obtained on a Buyer FCC Material Adverse Effect (as defined below in this Section 5.1(e)) or before June 15, 2001, a Debtor FCC Material Adverse Effect (as defined below in this Section 5.1(e)) and (ii) terminating the meeting of TULIP shareholders Hearing without any findings or conclusions (including any adjournment theretox) shall that are materially adverse to the Reorganized Debtors or the Debtor Authorizations or which would have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any a material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.adverse effect on the