Common use of Mutual Closing Conditions Clause in Contracts

Mutual Closing Conditions. (a) The obligations of each of the Parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the following: (i) This Agreement and the Merger have been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”). (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. (a) The obligations of each of the Parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the following: (i) This Agreement and the Merger have has been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”). (ii) The Parent Share Issuance has been approved by the affirmative vote or consent of holders, as of the record date for the Parent Meeting, of a majority of the Parent Shares present in person or represented by proxy at the meeting and entitled to vote on the matter, provided that the Parent Shares present in person or represented by proxy represents a majority of the Parent Shares entitled to vote on the Parent Share Issuance (the “Parent Stockholder Approval”). (iii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iiiiv) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (ivv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (vvi) The New Common Units Shares deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vivii) All of the conditions set forth in the ATLS APL Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS the APL Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS parties thereto shall be ready, willing and able to consummate the APL Merger and the APL Merger shall be consummated substantially concurrently with the Merger. (viii) The Separation and the Distribution shall have been consummatedconsummated in compliance in all material respects with the terms and conditions set forth in the Separation Agreement (after giving effect to any amendments thereof or waivers with respect thereto made without contravention of Section 7.17). (viiix) TRGP and Parent GP Any Indebtedness outstanding under the Partnership Credit Agreements shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective been repaid as of the Effective Time.

Mutual Closing Conditions. 6.1 The obligations of A2, MTI and SubCo to complete the transactions contemplated herein are subject to fulfilment by A2, MTI and Subco, as applicable, of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of the Filing Statement shall have been approved by the TSXV; (b) the MTI Special Resolution approving the Amalgamation shall have been passed by MTI Shareholders on or before February 28, 2017, in form and substance satisfactory to each of A2 and MTI, acting reasonably; (c) the Parties Amalgamation Application filed with the Registrar shall be in form and substance satisfactory to consummate each of A2 and MTI, acting reasonably; (d) the Merger are conditioned upon Amalgamation shall have been conditionally approved by the satisfaction at TSXV and the TSXV shall have conditionally approved for listing all of the A2 Shares issuable to MTI Shareholders pursuant to the Amalgamation on or before February 28, 2017; (e) the Effective Date shall have occurred on or prior to the Closing February 28, 2017; (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other handf) of each of the followingthere shall be no action taken under any existing Applicable Law that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Amalgamation or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other transactions contemplated herein; or (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, results in a judgment or injunction (whether preliminary assessment of material damages directly or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of indirectly relating to the transactions contemplated herein; and (g) MTI, SubCo and A2 shall have obtained all consents, waivers, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory to MTI and A2. The foregoing conditions are for the mutual benefit of A2, MTI and SubCo and may be waived, in whole or in part, by A2, MTI and SubCo together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, A2, MTI and SubCo may, in addition to the other remedies it may have at law or in equity, rescind and terminate this Agreement (brought by a third party) is written notice to the Other Party, pursuant to ARTICLE 11. The conditions set out in effect. (iv) The Registration Statement has become effective this ARTICLE 6 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the Parties, the Amalgamation Application and Articles are filed under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable BCBCA to give effect to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuanceAmalgamation. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. 5.1 The obligations of Global and Challenger to complete the transactions contemplated herein are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of the Challenger Resolution and the Global Resolution shall have been passed by the Challenger Shareholders and Global Shareholders, respectively, on or before the Closing Date on terms satisfactory to each of Global and Challenger, acting reasonably, and the Parties to consummate TSXV, duly approving the Merger are conditioned upon Amalgamation and, in the satisfaction at case of Global, the Change of Business; (b) the Amalgamation shall have become effective on or prior to before the Closing Date; (orc) the Articles of Amalgamation shall be substantially in the form attached as Exhibit 1 to this Agreement; (d) there shall be no action taken under any existing Applicable Laws or regulation, waiver nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingany court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Amalgamation or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other transactions contemplated herein; or (ii) All results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; and (e) all requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of the TSXV to the Amalgamation and the Change of Business, and the listing of the Common Shares issuable under the Amalgamation, and of securities regulatory authorities in respect of the Common Shares being freely tradable in Canada without restriction (other than those associated with “control block” provisions or as required by the TSXV) or applicable antitrust authorities, shall have been obtained on terms and conditions satisfactory to Challenger and Global, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under the HSR Act applicable to the Merger Amalgamation, shall have expired or been terminated. (iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated objection or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement opposition shall have been satisfied filed, initiated or irrevocably waived made by any regulatory authority during any applicable statutory or regulatory period; and (if permitted under applicable Lawf) Challenger shall have obtained a final sponsorship report satisfactory in writing by the applicable party thereto (other than those conditions that by their terms are form and substance to be satisfied by actions taken at the closing under ATLS Merger Agreement both Challenger and Global, acting reasonably, and the condition relating TSXV in accordance with TSXV Policies 2.2 and 5.2. The foregoing conditions are for the mutual benefit of Global and Challenger and may be waived, in whole or in part, by Global and Challenger together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, Global or Challenger may, in addition to the consummation of the Merger) other remedies it may have at law or in equity, rescind and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered terminate this Agreement by written notice to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Timeother party.

Mutual Closing Conditions. (a) The obligations of each the Purchasers, on the one hand, and the Company, on the other hand, at a Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Purchasers (including any Permitted Transferees thereof) representing a majority of the Parties to consummate Purchased Shares and the Merger are conditioned upon the satisfaction Company at or prior to the such Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingfollowing conditions: (i) This Agreement and the Merger have been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”). (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, no temporary restraining order, preliminary or permanent injunction or other judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced order issued by a court of competent jurisdiction or other any Governmental Authority and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement; (iii) with respect to the Initial Closing, the Company shall have delivered a certification in writing that (x) all conditions to closing the Acquisition set forth in Sections 7.1 and 7.2 of the Acquisition Agreement have been satisfied or shall be satisfied substantially simultaneously with the Initial Closing on the terms and conditions contemplated by the Acquisition Agreement (brought subject to any amendments, supplements, waivers or other modifications consented to by the Purchasers representing a third partymajority of the Purchased Shares) is in effect.and (y) the closing of the Acquisition shall occur substantially simultaneously with the Initial Closing; and (iv) The Registration Statement has become effective under the Securities Act Amended Credit Agreement, as in effect on the date hereof, shall not have been further amended in any way that is material and no stop order suspending adverse to the effectiveness rights, preferences, privileges or voting powers of the Registration Statement has been issued and no proceedings for that purpose have been initiated Series B Preferred Stock or threatened by the SEC. (v) The New Common Units deliverable any Purchaser, including with respect to the holders of Partnership Units as contemplated by this Agreement have been approved for listing Company’s ability to pay dividends on the NYSESeries B Preferred Stock or to redeem the Series B Preferred Stock, subject to official notice in each case in accordance with the Series B Certificate of issuanceDesignations. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. (a) The 7. 1The obligations of each of the Parties to consummate complete the Merger transactions contemplated herein are conditioned upon subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) the Pure Resolution shall have been passed by Pure Shareholders on or before the Outside Date in form and substance satisfactory to each of the Parties, acting reasonably; (b) the Subco Resolutions shall have been passed by Big Sky on or before the Outside Date in form and substance satisfactory to each of the Parties, acting reasonably; (c) Big Sky shall have received all shareholder approvals, if any, required in connection with the Transaction; (d) the Amalgamation Application filed with the Registrar shall be in form and substance satisfactory to each of the Parties, acting reasonably; (e) the Big Sky Shares shall have been delisted by the TSXV and Big Sky shall have obtained the conditional approval of the CSE for the listing and posting for trading on the CSE of the Big Sky Shares, subject only to the satisfaction at of the customary listing conditions of the CSE; (f) the Effective Date shall have occurred on or prior to the Closing Outside Date; (org) there shall be no action taken under any existing Applicable Law or regulation, waiver nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingany Governmental Authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Amalgamation or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other transactions contemplated herein; or (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, results in a judgment or injunction (whether preliminary assessment of material damages directly or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of indirectly relating to the transactions contemplated by this Agreement (brought by a third party) is in effect.herein; (ivh) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness holders of not greater than 15% of the Registration Statement has outstanding Pure Shares, respectively, shall have exercised Dissent Rights that have not been issued and no proceedings for that purpose have been initiated or threatened by withdrawn as at the SEC.Effective Date; (vi) The New Common Units deliverable each of the Parties shall have obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory to the holders each of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSEBig Sky and Pure, subject to official notice of issuance.acting reasonably; and (vij) All of the conditions set forth in the ATLS Merger Agreement Financings shall have been satisfied completed. The foregoing conditions are for the mutual benefit of the Parties and may be waived, in whole or irrevocably in part, by mutual agreement of all of the Parties, at any time. If any of the said conditions precedent shall not be complied with or waived (if permitted under applicable Law) as aforesaid on or before the date required for the performance thereof, any Party may, in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating addition to the consummation of the Merger) other remedies it may have at law or in equity, rescind and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered terminate this Agreement by written notice to the Partnership the IDR Giveback Amendmentother Parties, with such IDR Giveback Amendment pursuant to be effective as of the Effective TimeArticle 11.

Mutual Closing Conditions. (a) The respective obligations of each of the Parties Party to consummate the Merger are conditioned upon Closing shall be subject to the satisfaction fulfillment (or written waiver by both the Seller and the Buyer, if permissible under applicable Legal Requirements) at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingfollowing conditions: (i) This Agreement and the Merger have been approved by the affirmative vote or consent of holders, as of the record date 7.1.1. All applicable Consents for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”). (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective Transactions required under the Securities Act and no stop order suspending the effectiveness Legal Requirements listed on Section 7.1.1 of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement Disclosure Letter shall have been satisfied obtained, and applicable waiting period under a Competition and FDI Law, listed on Section 7.1.1 of the Disclosure Letter, including any extensions of such waiting period, shall have expired and been terminated. Notwithstanding the foregoing, if an equity investment (or irrevocably waived other investment) made by an Advisory Client in a particular jurisdiction would require a regulatory consent in such jurisdiction in advance of a change in control (or similar change) of such equity (or other investment) resulting from the Transactions, then, if permitted under applicable Lawand reasonably practicable, the Parties will reasonably cooperate such that the control of each such particular investment (and no other assets) in writing will not be transferred to the Buyer until after the Closing when such regulatory approvals have been obtained. In such case, the Parties will use commercially reasonable efforts to obtain such consents as promptly as reasonably possible, but will not delay the Closing if any such consent has not been obtained so long as the contractual arrangement contemplated by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to preceding sentence is implemented. 7.1.2. No Legal Requirement preventing, prohibiting, restraining, or enjoining the consummation of the Merger) and Closing or the ATLS Merger Transactions shall have been consummated. (vii) TRGP enacted after the Signing Date, and Parent GP shall have executed and delivered to no temporary, preliminary, or permanent Order preventing, prohibiting, restraining, or enjoining the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as consummation of the Effective TimeClosing or the Transactions shall be in effect.

Mutual Closing Conditions. 5.1 The obligations of Sequoia, AcquisitionCo, Dynamic and ExploreCo to complete the transactions contemplated herein and to file the Arrangement Filings in order to give effect to the Arrangement are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of on or before September 1, 2005, the Interim Order shall have been granted in form and substance satisfactory to each of Sequoia and Dynamic, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to Sequoia or Dynamic, each acting reasonably; (b) the Parties to consummate "Arrangement Resolution" (as defined in the Merger are conditioned upon Plan of Arrangement) shall have been passed by the satisfaction at or prior Dynamic Securityholders as required pursuant to the Closing (orInterim Order and all Applicable Laws, waiver by both the Partnership Entities on the one hand or before September 29, 2005, in form and Parent Entities on the other hand) of substance satisfactory to each of Sequoia and Dynamic, acting reasonably, duly approving the followingArrangement in accordance with the Interim Order; (c) on or before September 30, 2005, the Final Order shall have been granted in form and substance satisfactory to Sequoia and Dynamic, each acting reasonably; (d) the Arrangement shall have become effective on or before September 30, 2005 in accordance with the terms of the Plan of Arrangement; (e) there shall be no action taken under any existing applicable law, regulation, rule or order, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or regulatory authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by Arrangement or any other transactions contemplated herein which are necessary to complete the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).Arrangement; or (ii) All results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (f) Dynamic and Sequoia shall have obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to Dynamic and Sequoia, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under the HSR Act applicable to the Merger Arrangement shall have expired or been terminated. (iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated objection or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement opposition shall have been satisfied filed, initiated or irrevocably waived made by any regulatory authority during any applicable statutory or regulatory period; and (if permitted g) On or before the Effective Date, either the TSX or the TSX Venture Exchange shall have conditionally approved the listing of the ExploreCo Shares issuable under applicable Law) in writing by the applicable party thereto (other than those conditions that by their Arrangement on terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating which ExploreCo is capable of satisfying after giving effect to the consummation Arrangement. The foregoing conditions are for the mutual benefit of Sequoia and Dynamic and may be waived, in whole or in part, by Sequoia and Dynamic together, at any time. If any of the Merger) and said conditions precedent shall not be complied with or waived as aforesaid on or before the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered date required for the performance thereof, Sequoia or Dynamic may, in addition to the Partnership other remedies it may have at law or in equity, rescind and terminate this Agreement by written notice to the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Timeother parties.

Mutual Closing Conditions. The obligations of the parties to consummate the Closing will be subject to the satisfaction or mutual waiver of following conditions: (a) The obligations of each of the Parties all filings required by law to consummate the Merger are conditioned upon the satisfaction at or be made prior to the Closing (orDate by either party, waiver and all consents, approvals and authorizations required by both law to be obtained prior to the Partnership Entities on the one hand and Parent Entities on the other hand) Closing Date by either party with or from any Governmental Authority responsible for enforcement of each antitrust or foreign investment law of the following:United States, the European Union, Canada or Japan (each such entity a "Specified Governmental Entity") in order to consummate the Transactions shall have been made or obtained (as the case may be); (ib) This Agreement and the Merger have absence of any pending litigation by a Specified Governmental Entity challenging any Transaction; (c) the EMI Approval having been approved by obtained at the affirmative vote EMI Shareholders Meeting (or any adjournment thereof); (d) the consent of holders, as H M Treasury under section 765 of the record date for United Kingdom Income and Corporation Taxes Act 1988 ("ICTA") (or such similar consents as required in any jurisdiction elsewhere) insofar as such consent is required in respect of any transaction step proposed to be entered into in relation to the Partnership Meeting, formation of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).either Venture; (iie) All waiting periods under the HSR Act no provision of any applicable to the Merger have expired law or been terminated. (iii) No Lawregulation and no judgment, orderinjunction, judgment order or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal decree shall prohibit the consummation of the transactions contemplated Closing the violation of which would cause an EMI Material Adverse Effect or a Warner Material Adverse Effect or would have a material adverse effect on the condition (financial or otherwise), business, assets, results of operation or prospects of the Ventures, taken together (a "Venture Material Adverse Effect"); provided, however, that the violation of any injunction prohibiting the Transactions issued by this Agreement (brought by or at the request of any Specified Governmental Entity shall be deemed to result in a third party) is in effect.Venture Material Adverse Effect; (ivf) The Registration Statement has become effective under subject to Section 2.06, all consents and approvals from third parties necessary for the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose Transactions shall have been initiated or threatened by obtained in form and substance reasonably satisfactory to EMI and TWI, and not revoked (other than consents and approvals the SEC.lack of which, in the aggregate, will not have a Venture Material Adverse Effect); and (vg) The New Common Units deliverable EMI continuing to the holders of Partnership Units as contemplated by this Agreement have been approved qualify for listing on the NYSE, subject to official notice of issuanceLondon Stock Exchange Limited (the "LSE") following the Closing. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. 6.1 The obligations of Xxxxxxxxx, Monk-E and Subco to complete the transactions contemplated herein are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of the Monk-E Resolution will have been passed by Xxxx-E Shareholders on or before the Effective Date Deadline in form and substance satisfactory to each of Fibonacci and Monk-E, acting reasonably; (b) the Parties Subco Resolutions will have been passed by Fibonacci on or before the Effective Date Deadline in form and substance satisfactory to consummate Fibonacci and Monk-E, acting reasonably; (c) Fibonacci will have obtained approval of the Merger are conditioned upon Fibonacci Shareholders of all matters requiring approval of the satisfaction at Fibonacci Shareholders in connection with the Transaction; (d) the Amalgamation Application filed with the Registrar will be in form and substance satisfactory to Fibonacci and Monk-E, acting reasonably; (e) the Effective Date will have occurred on or prior to the Closing Effective Date Deadline; (orf) there will be no action taken under any existing Applicable Law or regulation, waiver nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingany Governmental Authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Amalgamation, or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other transactions contemplated herein; or (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, results in a judgment or injunction (whether preliminary assessment of material damages directly or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of indirectly relating to the transactions contemplated herein; (g) holders of not greater than 5% of the outstanding Monk-E Shares will have exercised Dissent Rights that have not been withdrawn as at the Effective Date; (h) the distribution of Fibonacci Shares pursuant to the Amalgamation will be exempt from the prospectus requirement under applicable Canadian securities laws and exempt from registration under applicable securities laws of the United States (if applicable); The foregoing conditions are for the mutual benefit of the Parties and may be waived, in whole or in part, by mutual agreement of all of the Parties, at any time. If any of the said conditions precedent will not be complied with or waived as aforesaid on or before the date required for the performance thereof, any Party may, in addition to the other remedies it may have at law or in equity, rescind and terminate this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable written notice to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSEother Parties, subject pursuant to official notice of issuanceArticle 11. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. (a) The obligations of each of the Parties Purchasers, on the one hand, and the Company, on the other hand, to consummate effect the Merger Closing are conditioned upon subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the GSO Representative and the Company at or prior to the Closing (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingfollowing conditions: (i) This Agreement and the Merger have been approved by the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”). (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, no temporary restraining order, preliminary or permanent injunction or other judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced order issued by a court of competent jurisdiction or other any Governmental Authority and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement; (iii) the Company shall have delivered a certification in writing that (x) all conditions to closing the Acquisition set forth in Section 6.2 of the Acquisition Agreement have been satisfied or shall be satisfied substantially simultaneously with the Closing on the terms and conditions contemplated by the Acquisition Agreement (brought subject to any amendments, supplements, waivers or other modifications permitted by Section 5.07 or otherwise consented to by the Purchasers representing a third partymajority of the Purchased Shares) is in effect.and (y) the closing of the Acquisition shall occur substantially simultaneously with the Closing; (iv) The Registration the Company shall have adopted and filed the Statement has become effective under of Resolutions with the Securities Act and no stop order suspending the effectiveness Secretary of State of the Registration State of Texas, and the Statement has been issued of Resolutions shall be in full force and no proceedings for that purpose have been initiated or threatened by the SEC.effect; and (v) The New Common Units deliverable to the holders of Partnership Units Amended Credit Agreement, as contemplated by this Agreement in effect on the date hereof, shall not have been approved for listing further amended in any manner that (A) materially and adversely affects the rights, preferences or privileges of the Preferred Stock or any Purchaser under the Statement of Resolutions or (B) materially and adversely affects the Company’s ability to pay dividends on the NYSEPreferred Stock or to redeem the Preferred Stock, subject to official notice in each case in accordance with the Statement of issuanceResolutions. (vi) All of the conditions set forth in the ATLS Merger Agreement shall have been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation of the Merger) and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. 8.1 The respective obligations of Gold Ridge and EKI to complete the transactions contemplated herein are subject to fulfillment of the conditions precedent set forth below in this Section 8.1 on or before the Effective Date or such other time as is specified below. (a) The obligations Court shall have determined that the terms and conditions of the exchange pursuant to the Arrangement are procedurally and substantively fair to all those persons to whom securities will be issued, and the Interim Order and the Final Order shall each have been granted in form and substance satisfactory to the Parties acting reasonably, and neither shall have been set aside or modified in a manner unacceptable to the Parties acting reasonably, on appeal or otherwise. (b) The Gold Ridge Arrangement Resolution and the Gold Ridge Shareholder Matters shall have been approved by the Gold Ridge Shareholders on or before the Completion Deadline in accordance with the Interim Order. (c) The EKI Arrangement Resolution and the EKI Shareholder Matters shall have been approved by the EKI Shareholders on or before the Completion Deadline. (d) On or before the Completion Deadline, the Final Order shall have been granted in form and substance satisfactory to each of Gold Ridge and EKI, acting reasonably, which Final Order will contain a statement to the Parties following effect: (e) The TSXV shall have conditionally approved the transactions contemplated herein including the Arrangement, on terms and conditions satisfactory to consummate each of Gold Ridge and EKI, acting reasonably. (f) Closing of the Merger are conditioned upon the satisfaction at or Gold Ridge Financing prior to the Closing (or, waiver by both the Partnership Entities or concurrently on the one hand Effective Date. (g) The TSXV shall have conditionally approved the issuance and Parent Entities listing of the Amalco Shares and the issuance of the Amalco Options be issued pursuant to the Arrangement subject only to compliance with the usual requirements of the TSXV. (h) The TSXV Escrow Agreement shall have been fully executed. (i) In addition to the approvals required by subsections 8.1(b), 8.1(c), 8.1(d) and 8.1(e), all other required regulatory, governmental and third party approvals and consents necessary for the completion of the transactions and matters contemplated herein shall have been obtained on the other hand) of terms and conditions satisfactory to each of Gold Ridge and EKI, acting reasonably. (j) The distribution of the followingAmalco Shares issued in exchange for the Gold Ridge Shares in the United States pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act or any applicable securities laws of any state of the United States, provided that SEC Rule 144 under the U.S. Securities Act will not be available for resales in the United States of any Amalco Shares and any other securities of Amalco issued in exchange for securities of Gold Ridge and EKI to be distributed in the United States pursuant to the Arrangement; and provided further, that any securities of Amalco issued in exchange therefor may not be exercised, by, or for the account or benefit of, a person in the United States or a U.S. Person, unless registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or an exemption is available from such registration requirements, and the holder furnishes to Amalco an opinion of counsel or other documentation reasonably satisfactory to Amalco to such effect. (k) There shall be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise, directly or indirectly, restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Arrangement or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other material transactions contemplated herein; or (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, results in a judgment or injunction (whether preliminary assessment of material damages directly or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of indirectly relating to the transactions contemplated herein. The foregoing conditions are for the mutual benefit of Gold Ridge and EKI and may be waived, in whole or in part, by this Agreement (brought by a third party) is each of Gold Ridge and EKI in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All writing together at any time. If any of the conditions precedent set forth in this Article shall not be complied with or waived as aforesaid on or before the ATLS Merger date required for the performance thereof, each of Gold Ridge or EKI may, in addition to the other remedies it may have at law or in equity, rescind and terminate this Agreement shall have by written notice to the other Party. Notwithstanding the foregoing, neither Party may assert that one of the foregoing conditions has not been satisfied or irrevocably waived (if permitted under applicable Law) in writing by the applicable party thereto (other than those conditions that by their terms are failure of such condition to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating to the consummation is or was a result of the Merger(i) and the ATLS Merger shall have been consummatedbreach of such Party's covenants hereunder or (ii) willful act of such Party intended to cause such condition to not be satisfied. (vii) TRGP and Parent GP shall have executed and delivered to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Time.

Mutual Closing Conditions. 6.1 The obligations of Ironwood, Nanalysis and SubCo to complete the transactions contemplated herein are subject to fulfilment by Ironwood, Nanalysis and Subco, as applicable, of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of the Nanalysis Special Resolution approving the Amalgamation shall have been passed by Nanalysis Shareholders in form and substance satisfactory to each of Ironwood and Nanalysis, acting reasonably; (b) the Parties Amalgamation Application filed with the Registrar shall be in form and substance satisfactory to consummate each of Ironwood and Nanalysis, acting reasonably; (c) the Merger are conditioned upon Amalgamation shall have been conditionally approved by the satisfaction at or prior TSXV and the TSXV shall have conditionally approved for listing all of the Ironwood Shares issuable to Nanalysis Shareholders pursuant to the Closing Amalgamation; (or, waiver by both the Partnership Entities on the one hand and Parent Entities on the other handd) of each of the followingthis Agreement shall not have been terminated pursuant to ARTICLE 11; (e) there shall be no action taken under any existing Applicable Law that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by the affirmative vote Amalgamation or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).any other transactions contemplated herein; or (ii) All waiting periods under the HSR Act applicable to the Merger have expired or been terminated. (iii) No Law, order, results in a judgment or injunction (whether preliminary assessment of material damages directly or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of indirectly relating to the transactions contemplated by this Agreement (brought by a third party) is in effect.herein; (ivf) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement all Regulatory Approvals shall have been satisfied obtained; and (g) completion of the Ironwood Financing. The foregoing conditions are for the mutual benefit of Ironwood, Nanalysis and SubCo and may be waived, in whole or irrevocably in part, by Ironwood, Nanalysis and SubCo together, at any time. If any of the said conditions precedent shall not be complied with or waived (if permitted under applicable Law) as aforesaid on or before the date required for the performance thereof, Ironwood, Nanalysis and SubCo may, in writing by the applicable party thereto (other than those conditions that by their terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating addition to the consummation other remedies it may have at law or in equity, rescind and terminate this Agreement by written notice to the Other Party, pursuant to ARTICLE 11. The conditions set out in this ARTICLE 6 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the Merger) Parties, the Amalgamation Application and Articles are filed under the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered ABCA to give effect to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective TimeAmalgamation.

Mutual Closing Conditions. 5.1 The obligations of the Trust, AcquisitionCo and Rocky Mountain to complete the transactions contemplated herein are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of on or before August 27, 2004, the Interim Order shall have been granted in form and substance satisfactory to the Trust and Rocky Mountain, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to the Trust and Rocky Mountain, each acting reasonably; (b) a special resolution shall have been passed by the Rocky Mountain Shareholders as required pursuant to the Interim Order, on or before September 30, 2004, in form and substance satisfactory to each of the Parties to consummate Trust and Rocky Mountain, acting reasonably, duly approving the Merger are conditioned upon Arrangement in accordance with the satisfaction at Interim Order; (c) on or prior before September 30, 2004, the Final Order shall have been granted in form and substance satisfactory to the Closing Trust and Rocky Mountain, each acting reasonably; (ord) the Arrangement shall have become effective on or before September 30, waiver 2004; (e) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by both the Partnership Entities on the one hand and Parent Entities on the other hand) of each of the followingany court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by Arrangement or any other transactions contemplated herein which are necessary to complete the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).Arrangement; or (ii) All results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (f) Rocky Mountain and the Trust shall have obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to Rocky Mountain and the Trust, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under the HSR Act applicable to the Merger Arrangement shall have expired or been terminated., and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period; (iiig) No Lawon or before Closing, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by AcquisitionCo shall be the holder of a court sufficient number of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal Trust Units so as to allow it to satisfy its obligation to deliver Trust Units under the consummation Plan of the transactions contemplated by this Agreement (brought by a third party) is in effect.Arrangement; (ivh) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose Exchangeable Shares shall have been initiated or threatened by created, having terms and conditions mutually agreeable to the SEC.Trust and Rocky Mountain, acting reasonably; (vi) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Exchangeable Share Support Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger and Voting and Exchange Trust Agreement shall have been satisfied entered into; and (j) the TSX shall have conditionally approved the listing of the Trust Units deliverable under the Arrangement, and upon the exchange of the Exchangeable Shares, on terms which EET is capable of satisfying after giving effect to the Arrangement. The foregoing conditions are for the mutual benefit of the Trust, AcquisitionCo and Rocky Mountain and may be waived, in whole or irrevocably waived (if permitted under applicable Law) in writing part, by the applicable party thereto (other than those Trust, AcquisitionCo and Rocky Mountain together, at any time. If any of the said conditions that by their terms are to precedent shall not be satisfied by actions taken at complied with or waived as aforesaid on or before the closing under ATLS Merger Agreement date required for the performance thereof, the Trust and the condition relating AcquisitionCo, or Rocky Mountain may, in addition to the consummation of the Merger) other remedies it may have at law or in equity, rescind and the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered terminate this Agreement by written notice to the Partnership the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Timeother party.

Mutual Closing Conditions. 5.1 The obligations of Sequoia, AcquisitionCo, Dynamic and ExploreCo to complete the transactions contemplated herein and to file the Arrangement Filings in order to give effect to the Arrangement are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) The obligations of on or before September 1, 2005, the Interim Order shall have been granted in form and substance satisfactory to each of Sequoia and Dynamic, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to Sequoia or Dynamic, each acting reasonably; (b) the Parties to consummate “Arrangement Resolution” (as defined in the Merger are conditioned upon Plan of Arrangement) shall have been passed by the satisfaction at or prior Dynamic Securityholders as required pursuant to the Closing (orInterim Order and all Applicable Laws, waiver by both the Partnership Entities on the one hand or before September 29, 2005, in form and Parent Entities on the other hand) of substance satisfactory to each of Sequoia and Dynamic, acting reasonably, duly approving the followingArrangement in accordance with the Interim Order; (c) on or before September 30, 2005, the Final Order shall have been granted in form and substance satisfactory to Sequoia and Dynamic, each acting reasonably; (d) the Arrangement shall have become effective on or before September 30, 2005 in accordance with the terms of the Plan of Arrangement; (e) there shall be no action taken under any existing applicable law, regulation, rule or order, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or regulatory authority or similar agency, domestic or foreign, that: (i) This Agreement and makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger have been approved by Arrangement or any other transactions contemplated herein which are necessary to complete the affirmative vote or consent of holders, as of the record date for the Partnership Meeting, of a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units (the “Partnership Unitholder Approval”).Arrangement; or (ii) All results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (f) Dynamic and Sequoia shall have obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to Dynamic and Sequoia, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under the HSR Act applicable to the Merger Arrangement shall have expired or been terminated. (iii) No Law, order, judgment or injunction (whether preliminary or permanent) issued, enacted, promulgated, entered or enforced by a court of competent jurisdiction or other Governmental Authority restraining, prohibiting or rendering illegal the consummation of the transactions contemplated by this Agreement (brought by a third party) is in effect. (iv) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated objection or threatened by the SEC. (v) The New Common Units deliverable to the holders of Partnership Units as contemplated by this Agreement have been approved for listing on the NYSE, subject to official notice of issuance. (vi) All of the conditions set forth in the ATLS Merger Agreement opposition shall have been satisfied filed, initiated or irrevocably waived made by any regulatory authority during any applicable statutory or regulatory period; and (if permitted g) On or before the Effective Date, either the TSX or the TSX Venture Exchange shall have conditionally approved the listing of the ExploreCo Shares issuable under applicable Law) in writing by the applicable party thereto (other than those conditions that by their Arrangement on terms are to be satisfied by actions taken at the closing under ATLS Merger Agreement and the condition relating which ExploreCo is capable of satisfying after giving effect to the consummation Arrangement. The foregoing conditions are for the mutual benefit of Sequoia and Dynamic and may be waived, in whole or in part, by Sequoia and Dynamic together, at any time. If any of the Merger) and said conditions precedent shall not be complied with or waived as aforesaid on or before the ATLS Merger shall have been consummated. (vii) TRGP and Parent GP shall have executed and delivered date required for the performance thereof, Sequoia or Dynamic may, in addition to the Partnership other remedies it may have at law or in equity, rescind and terminate this Agreement by written notice to the IDR Giveback Amendment, with such IDR Giveback Amendment to be effective as of the Effective Timeother parties.