Common use of Conditions to the Parties’ Obligation to Close Clause in Contracts

Conditions to the Parties’ Obligation to Close. (a) The obligation of each Selling Shareholder to sell such Selling Shareholder’s Purchased Shares at the Closing is subject to the satisfaction (or waiver by the PAS Shareholder Representative on behalf of the Selling Shareholders), at or before the Closing, of each of the following conditions: (i) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iii) No action, suit or proceeding shall be pending against or involve the Selling Shareholder or any of its property that would materially and adversely affect the ability of the Selling Shareholder to perform its obligations under this Agreement and no such action, suit or proceeding shall be threatened or contemplated. (b) The obligation of the Purchaser to purchase the Purchased Shares hereunder from the Selling Shareholders at the Closing is subject to the satisfaction (or waiver by the Purchaser), at or before the Closing, of each of the following conditions: (i) If required, the Company shall have filed with the Commission pursuant to Rule 424(b) of the Securities Act, a prospectus supplement regarding the sale of all of the Purchased Shares. (ii) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iv) The representations and warranties of each Selling Shareholder contained in Section 4 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each Selling Shareholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by such Selling Shareholder at or before the Closing. (v) The Purchaser shall have received a certificate, dated the Closing Date, of the PAS Shareholder Representative on behalf of each Selling Shareholder, certifying on behalf of each Selling Shareholder, that each of the conditions set forth in paragraph (iv) above have been satisfied. (vi) The representations and warranties of the Company contained in Section 3 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (vii) Subsequent to the execution and delivery of this Agreement, there shall not have occurred a Material Adverse Effect with respect to the Company. (viii) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or in such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of any of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities, (iv) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation, as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the public offering or delivery of the Purchased Shares. (ix) The Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the Company on behalf of the Company, certifying on behalf of the Company, that each of the conditions set forth in paragraphs 5(b)(vi) and 5(b)(vii) have been satisfied.

Conditions to the Parties’ Obligation to Close. (a) The obligation of each the Selling Shareholder Unitholder to sell such Selling Shareholder’s the Purchased Shares Units at the Closing is subject to the satisfaction (or waiver by the PAS Shareholder Representative on behalf of the Selling ShareholdersUnitholder), at or before the Closing, of each of the following conditions: (i) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iii) No action, suit or proceeding shall be pending against or involve the Selling Shareholder Unitholder or any of its property that would materially and adversely affect the ability of the Selling Shareholder Unitholder to perform its obligations under this Agreement and no such action, suit or proceeding shall be threatened or contemplated. (iv) The representations and warranties of each Purchaser contained in Section 5 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each Purchaser shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (v) The Selling Unitholder shall have received a certificate, dated the Closing Date, of a duly authorized officer of each Purchaser certifying on behalf of such Purchaser that each of the conditions set forth in paragraph 7(a)(iv) have been satisfied. (vi) ZLP Opportunity Fund, L.P. and its controlling affiliates shall have entered into an agreement with the Partnership in form and substance satisfactory to the Partnership and its counsel, containing representations, warranties and agreements of the Purchasers and such affiliates relating to certain transactions with respect to the Purchased Units purchased by it. Notwithstanding the foregoing, to the extent that one or more Purchasers fail to satisfy the conditions set forth in paragraphs 7(a)(iv), 7(a)(v) and 7(a)(vi) (if applicable), the Selling Unitholder shall not be obligated to sell Purchased Units only with respect to such Purchasers failing to satisfy such conditions and any such failure shall not otherwise affect the Selling Unitholder’s obligation to sell Purchased Units with respect to such other Purchasers as have satisfied such conditions. (b) The obligation of the each Purchaser to purchase the Purchased Shares Units to be purchased by such Purchaser hereunder from the Selling Shareholders Unitholder at the Closing is subject to the satisfaction (or waiver by the such Purchaser), at or before the Closing, of each of the following conditions: (i) If required, the Company The Partnership shall have filed with the Commission pursuant to Rule 424(b) of the Securities Act, a prospectus supplement regarding the sale of all of the Purchased SharesUnits. (ii) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iv) The representations and warranties of each the Selling Shareholder Unitholder contained in Section 4 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each the Selling Shareholder Unitholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by such Selling Shareholder it at or before the Closing. (v) The Each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the PAS Shareholder Representative general partner of the Selling Unitholder on behalf of each the Selling ShareholderUnitholder, certifying on behalf of each the Selling ShareholderUnitholder, that each of the conditions set forth in paragraph (iv7(b)(iv) above have been satisfied. (vi) The representations and warranties of the Company Partnership contained in Section 3 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Company Partnership shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (vii) Subsequent to the execution and delivery of this Agreement, Agreement there shall not have occurred a Material Adverse Effect with respect to the CompanyPartnership. (viii) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or in such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of any of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities, (iv) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation, as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the public offering or delivery of the Purchased Shares. (ix) The Each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the Company general partner of the Partnership on behalf of the CompanyPartnership, certifying on behalf of the CompanyPartnership, that each of the conditions set forth in paragraphs 5(b)(vi7(b)(vi) and 5(b)(vii7(b)(vii) have been satisfied. (ix) If the Unit Split has not been consummated, each Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the general partner of the Partnership, certifying on behalf of the Partnership, that (a) the Unit Split has not been consummated, (b) the Selling Unitholder is not entitled to receive any Subordinated Units upon consummation of the Unit Split and (c) promptly upon the consummation of the Unit Split, such Purchaser shall be entitled receive a duly executed unit certificate, countersigned by the transfer agent for the Subordinated Units, in the name of such Purchaser (or an affiliate designated in writing) representing the number of additional Subordinated Units to which such Purchaser is entitled to receive upon consummation of the Unit Split, such number being equal to the number of Purchased Units set forth in Exhibit A-2 with respect to such Purchaser. (c) The obligation of each Reg. Rights Purchaser to purchase Purchased Units from the Selling Unitholder hereunder at the Closing is subject to the execution and delivery of the Registration Rights Agreement, at or before the Closing, by the Partnership and such Reg. Rights Purchaser (or waiver of such condition by such Reg. Rights Purchaser).

Conditions to the Parties’ Obligation to Close. (a) 4.1 The obligation of each the Selling Shareholder Unitholder to sell such Selling Shareholder’s Purchased Shares the Units at the Closing is subject to the satisfaction (or waiver by the PAS Shareholder Representative on behalf of the Selling ShareholdersUnitholder), at or before the ClosingClosing Date, of each of the following conditions: (ia) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iib) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iiic) No action, suit or proceeding shall be pending against or involve the Selling Shareholder Unitholder or any of its property that would materially and adversely affect the ability of the Selling Shareholder Unitholder to perform its obligations under this Agreement and no such action, suit or proceeding shall be threatened or contemplated. (bd) The representations and warranties of the Purchaser contained in Section 3 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (e) The Selling Unitholder shall have received a certificate, dated the Closing Date, of a duly authorized officer of the Purchaser certifying on behalf of the Purchaser that each of the conditions set forth in paragraph 4.1(d) have been satisfied. 4.2 The obligation of the Purchaser to purchase the Purchased Shares hereunder Units from the Selling Shareholders Unitholder at the Closing is subject to the satisfaction (or waiver by the Purchaser), at or before the ClosingClosing Date, of each of the following conditions: (ia) If required, the Company The Partnership shall have filed with the Commission pursuant to Rule 424(b) of the Securities Act, a prospectus supplement regarding the sale of all of the Purchased SharesUnits. (iib) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iiic) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iv) The representations and warranties of each Selling Shareholder contained in Section 4 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each Selling Shareholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by such Selling Shareholder at or before the Closing. (v) The Purchaser shall have received a certificate, dated the Closing Date, of the PAS Shareholder Representative on behalf of each Selling Shareholder, certifying on behalf of each Selling Shareholder, that each of the conditions set forth in paragraph (iv) above have been satisfied. (vid) The representations and warranties of the Company Selling Unitholder contained in Section 3 2 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Company Selling Unitholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (vii) Subsequent to the execution and delivery of this Agreement, there shall not have occurred a Material Adverse Effect with respect to the Company. (viii) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or in such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of any of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities, (iv) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation, as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the public offering or delivery of the Purchased Shares. (ixe) The Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the Company General Partner of the Selling Unitholder on behalf of the CompanySelling Unitholder, certifying on behalf of the CompanySelling Unitholder, that each of the conditions set forth in paragraphs 5(b)(vi) and 5(b)(viiparagraph 4.2(d) have been satisfied.

Conditions to the Parties’ Obligation to Close. (a) 4.1 The obligation of each the Selling Shareholder Unitholder to sell such Selling Shareholder’s Purchased Shares the Units at the Closing is subject to the satisfaction (or waiver by the PAS Shareholder Representative on behalf of the Selling ShareholdersUnitholder), at or before the ClosingClosing Date, of each of the following conditions: (ia) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iib) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iiic) No action, suit or proceeding shall be pending against or involve the Selling Shareholder Unitholder or any of its property that would materially and adversely affect the ability of the Selling Shareholder Unitholder to perform its obligations under this Agreement and no such action, suit or proceeding shall be threatened or contemplated. (bd) The representations and warranties of the Purchaser contained in Section 3 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the Closing. (e) Each of the Purchasers and their controlling affiliates, shall have entered into an agreement with the Partnership in form and substance satisfactory to the Partnership and its counsel, containing representations, warranties and agreements of the Purchasers and such affiliates relating to certain transactions with respect to the Units. 4.2 The obligation of the Purchaser to purchase the Purchased Shares hereunder Units from the Selling Shareholders Unitholder at the Closing is subject to the satisfaction (or waiver by the Purchaser), at or before the ClosingClosing Date, of each of the following conditions: (ia) If required, the Company The Partnership shall have filed with the Commission pursuant to Rule 424(b) of the Securities Act, a prospectus supplement regarding the sale of all of the Purchased SharesUnits. (iib) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal. (iiic) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or threatened by any governmental agency. (iv) The representations and warranties of each Selling Shareholder contained in Section 4 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and each Selling Shareholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by such Selling Shareholder at or before the Closing. (v) The Purchaser shall have received a certificate, dated the Closing Date, of the PAS Shareholder Representative on behalf of each Selling Shareholder, certifying on behalf of each Selling Shareholder, that each of the conditions set forth in paragraph (iv) above have been satisfied. (vid) The representations and warranties of the Company Selling Unitholder contained in Section 3 2 shall be true, correct and complete in all material respects as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date), and the Company Selling Unitholder shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it them at or before the Closing. (vii) Subsequent to the execution and delivery of this Agreement, there shall not have occurred a Material Adverse Effect with respect to the Company. (viii) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or in such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of any of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities, (iv) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation, as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the public offering or delivery of the Purchased Shares. (ix) The Purchaser shall have received a certificate, dated the Closing Date, of a duly authorized officer of the Company on behalf of the Company, certifying on behalf of the Company, that each of the conditions set forth in paragraphs 5(b)(vi) and 5(b)(vii) have been satisfied.