Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligation of the Buyer and each of the Sellers to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates shall have been made or obtained; (c) the Buyer and Hydrocarbon shall have concurrently closed the Merger.

Mutual Conditions. The respective obligation obligations of each Co-Investor and the Buyer and each of the Sellers Company to consummate the purchase subscription and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no orderLaw shall have been enacted or promulgated, decree or injunction of and no action shall have been taken, by any court or agency Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been enacted adopted or adoptedbe effective, in each case that enjoinsprohibits, prohibits enjoins or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates shall have been made or obtainedthis Agreement; (c) No material amendment, modification or waiver of a material right under the Buyer and Hydrocarbon Merger Agreement has occurred; and (d) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or waived, and the Closing shall occur concurrently closed with the MergerInvestment Closing.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated herebypromulgated, and no actionaction shall have been taken, proceeding or investigation by any Governmental Authority with respect to this Agreement which temporarily, preliminarily or the transactions contemplated hereby shall be pending that seeks to restrainpermanently restrains, enjoinprecludes, prohibit enjoins or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the parties hereto transactions contemplated by this Agreement; (iii) all authorizations, consents, orders, approvals, declarations, filings or their Affiliates expiration of waiting periods imposed under the HSR Act shall have been made obtained or obtained;made; and (civ) the Buyer and Hydrocarbon closing of the LD Acquisition shall have occurred, or shall occur concurrently closed with the MergerClosing, in accordance with the terms and conditions of the LD Acquisition Agreement, without any material amendment, modification or waiver of such terms or conditions.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale and the purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchasers shall have entered into and shall have executed a registration rights agreement with respect to the Shares in the form attached hereto as Schedule B (the "Registration Rights Agreement"); (b) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adoptedpromulgated, that enjoinsand no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated herebyby this Agreement or makes the transactions contemplated hereby illegal; (c) there shall not be pending any suit, and no action, action or proceeding or investigation by any Governmental Authority with respect or any person seeking to this Agreement restrain, preclude, enjoin or prohibit the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect theretoby this Agreement; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1;and (bd) all filings required to be made prior to the Closing Date with, and all other consents, approvalsauthorizations, permits waivers, orders and authorizations required to be obtained prior to approvals of, notices to, filings or registrations with and the Closing Date fromexpiration of all waiting periods imposed by, any third person, including any Governmental Authority Authority, which are required for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made obtained or obtained; (c) made, in form and substance reasonably satisfactory to each of the Buyer parties, and Hydrocarbon shall have concurrently closed the Mergerbe in full force and effect.

Mutual Conditions. The respective obligation obligations of each of the Buyer and each of the Sellers to consummate effect the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction on following conditions, any one or prior to the Closing Date of each of the following conditions (any or all more of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, as to the extent permitted Buyer, by applicable Law):any of the Sellers, and as to the Sellers, by the Buyer: (a) no No order, injunction or decree or injunction of issued by any court or agency governmental authority of competent jurisdiction shall be in effect, and no Law shall have been enacted purporting to restrain or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prevent the consummation of the transactions contemplated hereby by this Agreement. No Proceeding initiated by any governmental authority seeking an injunction against the parties hereto transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or their Affiliates decree shall have been made enacted, entered, promulgated or obtained;enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or thereby. (b) All approvals of governmental authorities required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired. (c) All consents or waivers of third parties regarding the Buyer and Hydrocarbon assignment of contracts shall have concurrently closed been obtained, provided, however, that the MergerParties shall be obligated to close if (i) the only consents or waivers that have not been obtained would not preclude the Buyer, following the Closing, from acquiring control of Onkyo America and thereafter operating the Business in substantially the same manner as the Business is being conducted as of the date of this Agreement.

Mutual Conditions. The respective obligation obligations of each of the Buyer and each of the Sellers Seller and Seller No. 2 to consummate effect the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction on following conditions, any one or prior to the Closing Date of each of the following conditions (any or all more of which may be waived by a particular Party on behalf of itself in writing, in whole or in partas to itself, to the extent permitted by applicable Law):either party: (a) no No order, injunction or decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation issued by any Governmental Authority with respect to this Agreement of competent jurisdiction or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit other legal restraint or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the parties hereto transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or their Affiliates decree shall have been made enacted, entered, promulgated or obtained;enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or thereby; and (b) All approvals of Governmental Authorities, if any, required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) In respect of the Buyer notifications of the Buyer, Seller and Hydrocarbon Seller No. 2 pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have concurrently closed the Mergerexpired or been terminated.

Mutual Conditions. The respective obligation of the Buyer and each of the Sellers Sellers, on the one hand, and Buyer, on the other hand, to consummate effect the purchase and issuance and sale of the Purchased Units Initial Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) no order, injunction or decree or injunction of issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect, and that no Law proceeding initiated by any Governmental Authority seeking an injunction shall be pending and that no statute, rule, regulation, order, injunction or decree shall have been enacted enacted, entered, promulgated or adoptedenforced by any Governmental Authority which prohibits, that enjoins, prohibits restricts or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) the applicable waiting period under HSR shall have expired or been terminated; (c) the parties hereto shall have made all filings required to be made prior to requisite regulatory notifications and obtained all requisite regulatory approvals and obtained all Seller Governmental Consents and Buyer Governmental Consents set forth on Schedule 7.1(c) without the Closing Date withimposition of any Onerous Condition; and (d) the Sellers and the Companies shall have consummated the Reorganization or such other restructuring of Permal, Parent and all other consents, approvals, permits and authorizations required to be obtained prior to Permal LLC that does not have an adverse effect on the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and Companies or the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates shall have been made or obtained; (c) the Buyer and Hydrocarbon shall have concurrently closed the Mergerhereby.

Mutual Conditions. The respective obligation obligations of each Investor and the Buyer and each of the Sellers Company to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no orderLaw shall have been enacted or promulgated, decree or injunction of and no action shall have been taken, by any court or agency Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been enacted adopted or adoptedbe effective, in each case that enjoinsprohibits, prohibits enjoins or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement; (d) The closing of Isotope Merger shall have occurred or the parties hereto or their Affiliates Isotope Merger Agreement shall have been made or obtained;terminated in accordance with its terms; and (ce) the Buyer and Hydrocarbon The Aralez Distribution shall have concurrently closed occurred or the MergerAralez Subscription Agreement shall have been terminated prior to the consummation of the transactions contemplated thereby.

Mutual Conditions. The respective obligation obligations of the Buyer and each of Parties to complete the Sellers to consummate the purchase and issuance and sale of the Purchased Units shall be Transaction are subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (a) no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law the Purchaser shall have been enacted received at or adoptedprior to Closing: (i) any requisite consents or approvals from the Exchange; and (ii) any requisite shareholder approval and board (or equivalent governing body) approvals, that enjoinsin each case, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or and the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1Transaction; (b) all filings required to be made prior the CCAA Plan, in form and substance acceptable to the Closing Date withParties, shall have been approved by the Noteholders; (c) the Amended and Restated Sanction Order, in form and substance acceptable to the Parties, shall have been granted and will be a Final Order, and no order will have been issued and no action or proceeding will be pending to restrain or prohibit the completion of the Transaction; (d) all conditions precedent to implementation of the CCAA Plan shall have been satisfied or, where possible and as applicable, waived, other consentsthan any condition precedent requiring that all conditions precedent to this Agreement shall have been satisfied or waived; (e) all approvals and authorizations, approvals, permits and authorizations required to be obtained prior to the Closing Date from, including any Governmental Authority approvals and authorizations and third-party waivers required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made provided or obtainedobtained on terms and conditions acceptable to the Parties, acting reasonably, at or before the Closing; (cf) there shall have been no action taken under any Applicable Law or by any Governmental Authority or court which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Transaction; and (g) the Buyer and Hydrocarbon Closing shall have concurrently closed occurred on or before the MergerOutside Date. The Parties hereto acknowledge that the foregoing conditions are for the mutual benefit of Plus Products and the Purchaser.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale and the purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchaser, shall have entered into and shall have executed a registration rights agreement with respect to the Shares in the form attached hereto as Schedule D (the "Registration Rights Agreement"); (b) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adoptedpromulgated, that enjoinsand no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or makes the transactions contemplated hereby illegal; (c) there shall not be pending that seeks any suit, action or proceeding by ally Governmental Authority or any person seeking to restrain, enjoinpreclude, enjoin or prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect theretothe transactions contemplated by this Agreement; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1;and (bd) all filings required to be made prior to the Closing Date with, and all other consents, approvalsauthorizations, permits waivers, orders and authorizations required to be obtained prior to approvals of, notices to, filings or registrations with and the Closing Date fromexpiration of all waiting periods imposed by, any third person, including any Governmental Authority Authority, which are required -for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made obtained or obtained; (c) made, in form-and substance reasonably satisfactory to each of the Buyer parties, and Hydrocarbon shall have concurrently closed the Mergerbe in full force and effect.

Mutual Conditions. The respective obligation obligations of each party to this Agreement to effect the Buyer and each of the Sellers to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a particular Party on behalf of itself in writing, in whole or in part, to both the extent permitted by applicable Law):Shareholder Representative and the Buyer: (a) no No order, injunction or decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation issued by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit other legal restraint or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated hereby by the parties hereto this Agreement shall be in effect or their Affiliates known by any party to be threatened to be imposed. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending or known by any party to be threatened to be imposed. No statute, rule, regulation, order, injunction or decree shall have been made enacted, entered, promulgated or obtainedenforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby or known by any party to be threatened to be imposed; (b) All Governmental Approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) Clients who have Advisory Agreements with the Company or Optima included in Company Accounts representing an aggregate of at least $700,000,000 shall have Consented to the assignment of their respective Advisory Agreements to the Buyer and Hydrocarbon in accordance with Section 6.2 or shall have concurrently closed entered into new Advisory Agreements with the MergerBuyer. (d) The Private Placement shall have been completed. (e) The License Agreement shall have been executed by the Parties.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale and the purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adoptedpromulgated, that enjoinsand no action shall have been taken, by any federal, state, local or foreign political subdivision, court, administrative agency, board, bureau, commission or department or other governmental authority or instrumentality (each, a "Governmental Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or makes the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1illegal; (b) all filings required there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to be made prior restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) the Lenders shall have agreed to restructure the Credit Facility on terms satisfactory to the Closing Date with, and Company; and (d) all other consents, approvalsauthorizations, permits waivers, orders and authorizations required to be obtained prior to approvals of, notices to, filings or registrations with and the Closing Date fromexpiration of all waiting periods imposed by, any third person, including any Governmental Authority Authority, which are required for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made obtained or obtained; (c) made, in form and substance reasonably satisfactory to each of the Buyer parties, and Hydrocarbon shall have concurrently closed the Mergerbe in full force and effect.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale and the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) the Company and the Purchaser shall have entered into and shall have executed the Registration Rights Agreement; (b) the Company shall have received payment for and delivered the Initial Securities, as defined in the Underwriting Agreement; (c) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adoptedpromulgated, that enjoinsand no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated herebyby this Agreement or makes the transactions contemplated hereby illegal; (d) there shall not be pending any suit, and no action, action or proceeding or investigation by any Governmental Authority with respect or any person seeking to this Agreement restrain, preclude, enjoin or prohibit the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect theretoby this Agreement; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1;and (be) all filings required to be made prior to the Closing Date with, and all other consents, approvalsauthorizations, permits waivers, orders and authorizations required to be obtained prior to approvals of, notices to, filings or registrations with and the Closing Date fromexpiration of all waiting periods imposed by, any third person, including any Governmental Authority Authority, which are required for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made obtained or obtained; (c) made, in form and substance reasonably satisfactory to each of the Buyer parties, and Hydrocarbon shall have concurrently closed the Mergerbe in full force and effect.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to this Agreement to consummate the purchase and issuance and sale of the Purchased Units transaction contem- plated hereby shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a particular Party both the Company and the Shareholder respectively as to themselves, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no No order, injunction or decree or injunction of issued by any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits other legal restraint or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated hereby by the parties hereto this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or their Affiliates decree shall have been made enacted, entered, promulgated or obtainedenforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contem- plated hereby; (b) All consents, waivers, authorizations and ap- provals required from all Governmental Authorities to con- summate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (c) In respect of the Buyer notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period and Hydrocarbon any extensions thereof shall have concurrently closed expired or terminated. (d) The parties shall have executed and delivered the Mergeragreements referred to in Section 4.5.

Mutual Conditions. The respective obligation obligations of the Buyer and each of Acquiror, Merger Sub and Target to effect the Sellers to consummate the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction on following conditions, any one or prior to the Closing Date of each of the following conditions (any or all more of which may be waived by a particular Party on behalf of itself in writing, in whole or in partas to itself, to the extent permitted by applicable Law):either party: (a) no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation No order issued by any Governmental Authority with respect to this Agreement of competent jurisdiction or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit other legal restraint or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect; no proceeding initiated by any Governmental Authority seeking an injunction against the parties hereto transactions contemplated by this Agreement shall be pending; no statute, rule, regulation, order, injunction or their Affiliates decree shall have been made enacted, entered, promulgated or obtainedenforced by any Governmental Authority that prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) Other than the filing of the Certificate of Merger, all approvals, authorizations, consents or orders of, or notices to, Governmental Authorities required to consummate the transactions contemplated hereby, including such approvals, waivers and consents as may be required under the U.S. Securities Act, shall have been obtained or requested, and shall remain in full force and effect; and (c) This Agreement and the Buyer and Hydrocarbon transactions contemplated hereby shall have concurrently closed been approved and adopted by the Mergerrequisite vote of Stockholders holding not less than sixty percent (60%) of the shares of Series D Preferred Stock and fifty percent (50%) of all shares of Target Capital Stock in accordance with the DGCL and the Restated Certificate of Incorporation and Bylaws of Target.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers parties to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) no order, decree or injunction of any court or agency No Governmental Authority of competent jurisdiction shall be have (i) enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order which is in effect; or (ii) commenced or threatened any action or proceeding, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal which in either case would prohibit consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1Agreement; (b) all filings required to be made prior Subject to the Closing Date withprovisions of Section 5.12, all consents, authorizations, orders or approvals of, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date fromfilings or registrations with, any Governmental Authority and all consents and approvals of third parties which are required in connection with the execution and delivery of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates and thereby shall have been obtained or made or obtainedand shall be in full force and effect; (c) the Buyer and Hydrocarbon The Collective Bargaining Agreements shall have concurrently closed been modified in writing such that the Mergerexecution and delivery of this Agreement and the performance by the Purchaser of its obligations under this Agreement shall not cause a breach of any of the Collective Bargaining Agreements as so modified; and (d) Estoppel certificates executed by each landlord for each of the Leased Real Properties included in the Transferred Property shall have been delivered to the Purchaser reflecting the absence of any defaults under the leases for such Leased Real Property.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers Party to consummate the purchase and issuance and sale of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular the Party on behalf of itself entitled to the benefit thereof in writing, in whole or in part, solely as to itself, to the extent permitted by applicable Law): (a) no order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated herebypromulgated, and no actionaction shall have been taken, proceeding or investigation by any Governmental Authority with respect to this Agreement of competent jurisdiction that temporarily, preliminarily or the transactions contemplated hereby shall be pending that seeks to restrainpermanently restrains, enjoinprecludes, prohibit enjoins or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the parties hereto or their Affiliates shall have been made or obtained;transactions contemplated by this Agreement; (c) the Buyer and Hydrocarbon Credit Facility shall have concurrently closed been executed and delivered by the Mergerparties thereto; and (d) the NYSE shall not have notified the Company (i) that the Company is no longer entitled to rely on the financial viability exception set forth in Para. 312.05 of the NYSE Listed Company Manual with respect to the issuance of the Investor Initial Shares, including that no approval by the Company’s stockholders is required prior to the issuance of the Investor Initial Shares or (ii) that the Investors are not entitled to vote the Investor Initial Shares in the shareholder vote required for the Charter Amendment.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale and the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (a) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adoptedpromulgated, that enjoinsand no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or makes the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1illegal; (b) all filings required there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to be made prior restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) written confirmation from the Company’s senior lenders affirming their consent to the Closing Date with, amendments of the Loan Facilities described in the Omnibus Loan Supplemental Agreement and the Omnibus Note Supplemental Agreement; and (d) all other consents, approvalsauthorizations, permits waivers, orders and authorizations required to be obtained prior to approvals of, notices to, filings or registrations with and the Closing Date fromexpiration of all waiting periods imposed by, any third person, including any Governmental Authority Authority, which are required for or in connection with the execution and delivery by the parties of this Agreement and the consummation of the transactions contemplated hereby by the parties hereto or their Affiliates this Agreement shall have been made obtained or obtained; (c) made, in form and substance reasonably satisfactory to each of the Buyer parties, and Hydrocarbon shall have concurrently closed the Mergerbe in full force and effect.

Mutual Conditions. The respective obligation obligations of the Buyer Company and each of the Sellers Purchaser to consummate the purchase and issuance and sale of the Purchased Units at the Closing, as well as all obligations of NEP at or after the Closing pursuant to this Agreement, shall be subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no order, decree all Governmental Authorizations set forth in Schedule D shall have occurred or injunction of any court been filed or agency of competent jurisdiction obtained and shall be in full force and effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation all waiting periods imposed by any Governmental Authority with in respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party thereof shall have complied fully with its obligations under Section 4.1expired; (b) all filings required of the conditions to be made the consummation of the purchase of the 2018 Purchased Assets in accordance with the terms of the Asset Purchase Agreement shall have been satisfied or, subject to Section 5.06(a), waived by the parties thereto in accordance with the terms thereof, and the closing of the Asset Purchase Agreement shall have occurred prior to the Closing hereunder (but in any event no earlier than one (1) Business Day prior to the Closing Date withhereunder) in accordance with the terms thereof and Section 2.01; (c) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and all other consentsno action shall have been taken, approvals, permits and authorizations required to be obtained prior to the Closing Date from, by any Governmental Authority in connection with the execution and delivery of this Agreement and that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby by or makes the parties hereto or their Affiliates shall have been made or obtained;transactions contemplated hereby illegal; and (cd) there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin, or prohibit the Buyer and Hydrocarbon shall have concurrently closed the Mergertransactions contemplated by this Agreement.

Mutual Conditions. The respective obligation obligations of the Buyer Company and each of the Sellers Purchaser to consummate the purchase and issuance and sale of the Purchased Units at the Closing, as well as all obligations of NEP at or after the Closing pursuant to this Agreement, shall be subject to the satisfaction satisfaction, on or prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) no order, decree all Governmental Authorizations set forth in Schedule E hereto shall have occurred or injunction of any court been filed or agency of competent jurisdiction obtained and shall be in full force and effect, and no Law shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required of the conditions to be made the consummation of the purchase of the Acquired Assets in accordance with the terms of the Asset Purchase Agreement shall have been satisfied or, subject to Section 5.05(a), waived by the parties thereto in accordance with the terms thereof, and the closing of the Asset Purchase Agreement shall have occurred prior to the Closing Date withhereunder in accordance with the terms thereof and Section 2.01; (c) all Acquired Asset Tax Equity Interests shall have been repurchased or redeemed; (d) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and all other consentsno action shall have been taken, approvals, permits and authorizations required to be obtained prior to the Closing Date from, by any Governmental Authority in connection with the execution and delivery of this Agreement and that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby by or makes the parties hereto or their Affiliates shall have been made or obtained;transactions contemplated hereby illegal; and (ce) there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin, or prohibit the Buyer and Hydrocarbon shall have concurrently closed the Mergertransactions contemplated by this Agreement.

Mutual Conditions. The respective obligation obligations of each party to this Agreement to effect the Buyer and each of the Sellers to consummate the purchase and issuance and sale of the Purchased Units Acquisition shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a particular Party each of the Company and Seller, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no No order, injunction or decree or injunction of issued by any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits other legal restraint or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No proceeding by any Governmental Authority or other Person shall be pending or threatened which questions the validity or legality of, or which seeks to restrain or prohibit, the transactions contemplated hereby or which could reasonably be expected to result in the imposition of material damages or penalties upon any party hereto if such transactions are consummated. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the transactions contemplated hereby, without the imposition of conditions or requirements shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or terminated; and (c) In respect of the notifications of the parties hereto or their Affiliates pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have been made expired or obtained; (c) the Buyer and Hydrocarbon shall have concurrently closed the Mergerterminated.

Mutual Conditions. The respective obligation obligations of each party to this ----------------- Agreement to effect the Buyer and each of the Sellers to consummate the purchase and issuance and sale of the Purchased Units Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (conditions, any or all of which may be waived in writing by a particular Party both the Company and the Shareholder, on behalf of itself in writingthe one hand, in whole or in partand Buyer, to on the extent permitted by applicable Law):other hand: (a) no No order, injunction or decree or injunction of issued by any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or adopted, that enjoins, prohibits other legal restraint or makes illegal consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and prohibition preventing the consummation of the transactions contemplated hereby by the parties hereto this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or their Affiliates decree shall have been made enacted, entered, promulgated or obtainedenforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (c) The Stockholders' Agreement shall have been executed by Buyer, the shareholders of Buyer, investors in the EnvestNet Financing and the Shareholder; and (d) The Services Agreements shall have been executed by Buyer and Hydrocarbon shall have concurrently closed the MergerShareholder.

Mutual Conditions. The respective obligation obligations of the Buyer and each of the Sellers party to consummate the purchase and issuance and sale of the Purchased Units Shares at the Closing shall be subject to the satisfaction satisfaction, on or prior to the first Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ai) the Company Subsidiary Investment shall have occurred; (ii) the Required Stockholder Approval (if applicable) shall have been obtained; (iii) no statute, rule, order, decree or injunction of any court or agency of competent jurisdiction shall be in effect, and no Law regulation shall have been enacted or adopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated herebypromulgated, and no actionaction shall have been taken, proceeding or investigation by any Governmental Authority with respect to this Agreement which temporarily, preliminarily or the transactions contemplated hereby shall be pending that seeks to restrainpermanently restrains, enjoinprecludes, prohibit enjoins or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (iv) there shall not be pending, or to a party’s knowledge, threatened, any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the parties hereto transactions contemplated by this Agreement; and (v) all registrations and filings with, or their Affiliates consents and approvals of any Person, including any Governmental Authority, required for the transactions contemplated under this Agreement (including those required under the HSR Act, if any, and those required or warranted under CFIUS Laws, if any), except consents and approvals by Governmental Authorities that are customarily obtained after Closing, shall have been made or obtained; (c) granted, or the Buyer and Hydrocarbon necessary waiting period shall have concurrently closed the Mergerexpired, or early termination thereof shall have been granted.

Mutual Conditions. The respective obligation obligations of the Buyer NEC Corporation and each of the Sellers Purchaser to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on or waiver at or prior to the Closing Date of each of the following conditions (conditions, any or and all of which may be waived by a particular Party on behalf of itself in writingwaived, in whole or in part, by Purchaser, and NEC Corporation, as applicable, to the extent permitted by applicable Law):law: (ai) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act or equivalent anti-trust or competition laws of any applicable jurisdictions (collectively, the “Competition Laws”) shall have expired or otherwise been terminated; (ii) any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement), notices, permits, waivers, filings, necessary or appropriate for consummation of the transactions contemplated by this Agreement, shall have been obtained and/or made from or with the Governmental Bodies having competent jurisdiction; (iii) no orderaction, decree suit, or injunction of proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of competent any federal, state, local, or foreign jurisdiction shall be in effector before any arbitrator wherein an unfavorable injunction, and no Law shall have been enacted judgment, order, decree, ruling, or adopted, that enjoins, prohibits or makes illegal charge would (A) prevent consummation of any of the transactions contemplated hereby, and no action, proceeding or investigation by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of such transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, however, that prior to invoking this condition, each party shall have complied fully with its obligations under Section 4.1; (b) all filings required to be made prior to the Closing Date with, and all other consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation other Transaction Documents, (B) cause any of the transactions contemplated hereby by this Agreement and the parties hereto other Transaction Documents to be rescinded following consummation, (C) adversely affect the right of Purchaser to own the Owned Common Shares or their Affiliates Owned Preferred Shares, or (D) adversely affect the right of the Company or any of its Subsidiaries to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (iv) the closing of the EMD Transaction shall have been made or obtained; (c) occurred prior to the Buyer and Hydrocarbon shall have concurrently closed the MergerClosing.