Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issued.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vc) If The closing of the Purchased Units are sold under Acquisition shall have occurred, or shall occur concurrently with the Registration StatementClosing, in which case all conditions set forth in Article 8 of the Registration Statement shall be effective and no stop-orders Contribution Agreement shall have been issuedsatisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations obligation of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by or before any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by or before any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy Substantially contemporaneous with the Closing, MarkWest shall have consummated consummate the Star Gas American Central Acquisition; (iv) MarkWest and the Purchased Units Prior Rights Holders shall have been approved for quotation on delivered amendments to the NASDAQ, subject only to official notice of issuancePrior Registration Rights Agreements; and (v) If The Common Units comprising the Purchased Units are sold under have, subject to issuance, been approved for listing on the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedAmerican Stock Exchange.

Mutual Conditions. The respective obligations of Parties are not required to complete the Arrangement unless each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction following conditions is satisfied on or prior to the Closing Date of each of the following Effective Time, which conditions (any or all of which may only be waived by a particular party on behalf of itself in writingwaived, in whole or in part, to by the extent permitted by applicable Law):mutual consent of each of the Parties: (ia) no statute, rule, order, decree or regulation the Interim Order shall have been enacted granted on terms consistent with this Agreement and the Interim Order shall not have been set aside or promulgatedmodified in a manner unacceptable to either Party, and no action acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been takenapproved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order; (c) the Final Order shall have been granted on terms consistent with this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to either Party, by any acting reasonably, on appeal or otherwise; (d) the issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (e) the necessary approvals of the CSE, if any, will have been obtained; and (f) no Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which temporarilyis in effect and which prevents, preliminarily prohibits or permanently restrains, precludes, enjoins or otherwise prohibits makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement or any of the other 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 transactions contemplated by in this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issued.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy shall have consummated a notification form and supporting documentation, if any, related to the Star Gas Acquisition; (iv) Common Units issuable on conversion of the Purchased Units shall have been approved for quotation on filed with the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issued.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Securities to be purchased and issued at the 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): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) concurrent public offering of Common Stock pursuant to an underwriting agreement between the Purchased Units shall have been approved for quotation on Company and the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement underwriters named therein shall be effective and no stop-orders shall have been issuedconsummated.

Mutual Conditions. The respective obligations obligation of the Buyer and each party 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 Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or promulgatedadopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action shall have been takenaction, 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 competent jurisdiction which temporarilysuch transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, preliminarily or permanently restrainshowever, precludesthat prior to invoking this condition, enjoins or otherwise prohibits 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 makes the transactions contemplated hereby illegaltheir Affiliates shall have been made or obtained; (iic) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy Buyer and Hydrocarbon shall have consummated concurrently closed the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedMerger.

Mutual Conditions. The respective obligations obligation of the Buyer and each party of the Sellers to consummate the purchase and issuance and sale contribution of the Purchased Class B Membership Interests by the Sellers, and the issuance of the Common Units and payment of cash by Buyer as contemplated in Section 2.1 above 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): (ia) no statute, rule, order, decree or regulation injunction of any court or agency of competent jurisdiction shall be in effect, and no Law shall have been enacted or promulgatedadopted, that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby, and no action shall have been takenaction, 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 competent jurisdiction which temporarilysuch transaction or to impose any material restrictions or requirements thereon or Buyer or any Seller with respect thereto; provided, preliminarily or permanently restrainshowever, precludesthat prior to invoking this condition, enjoins or otherwise prohibits 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 makes the transactions contemplated hereby illegaltheir Affiliates shall have been made or obtained; (iic) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy Buyer and Hydrocarbon shall have consummated concurrently closed the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedMerger.

Mutual Conditions. The respective obligations obligation of each party 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 Lawlaw): (i) no statute, rule, order, decree regulation or regulation order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction which that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation listing on the NASDAQNYSE, subject only to official notice of issuance; and (viv) If no stop order suspending the Purchased Units are sold under the Registration Statement, effectiveness of the Registration Statement shall be effective and no stop-orders or any part thereof shall have been issuedissued and no proceedings for that purpose shall have been instituted or threatened by any governmental authority.

Mutual Conditions. The respective obligations obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units and the Warrants 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 either Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) any waiting period under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated; (iii) there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition;; and (iv) the Purchased Units Atlas shall have been approved for quotation consummated or shall expect to consummate the Acquisition substantially on the NASDAQ, subject only to official notice of issuance; and (v) If terms set forth in the Purchased Units are sold under Acquisition Agreement and the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedAssignment Agreement.

Mutual Conditions. The respective obligations of each party Co-Investor and the 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there shall not be pending any suitNo outstanding judgment, action injunction, order or proceeding by any decree of a competent Governmental Authority seeking shall have been entered and shall continue to restrainbe in effect, precludeand no Law shall have been adopted or be effective, enjoin in each case that prohibits, enjoins or prohibit makes illegal the consummation of the transactions contemplated by this Agreement; (iiic) Inergy shall have consummated No material amendment, modification or waiver of a material right under the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceMerger Agreement has occurred; and (vd) If The conditions set forth in Article VIII of the Purchased Units are sold under Merger Agreement (the Registration Statement, the Registration Statement shall be effective and no stop-orders (“Merger Closing Conditions”) shall have been issuedsatisfied or waived, and the Closing shall occur concurrently with the Investment Closing.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Buyer and the Seller and Seller No. 2 to effect the 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: (ia) no statute, rule, No order, injunction or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which temporarilyprohibits, preliminarily restricts or permanently restrains, precludes, enjoins or otherwise prohibits the makes illegal consummation of the transactions contemplated hereby or makes thereby; and (b) All approvals of Governmental Authorities, if any, required to consummate 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 transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceobtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (vc) If In respect of the Purchased Units are sold under notifications of the Registration StatementBuyer, Seller and Seller No. 2 pursuant to the HSR Act, the Registration Statement shall be effective applicable waiting period and no stop-orders any extensions thereof shall have expired or been issuedterminated.

Mutual Conditions. The respective obligations obligation of each party 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 party Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (i) no statute, rule, order, decree regulation or regulation order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction which that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy a “Notification Form: Listing of Additional Shares” relating to the Purchased Shares shall have consummated the Star Gas Acquisition;been filed with NASDAQ; and (iv) no stop order suspending the Purchased Units effectiveness of the Registration Statement or any part thereof shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective issued and no stop-orders proceedings for that purpose shall have been issuedinstituted or threatened by any governmental authority.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vc) If The conditions to the Purchased Units are sold under closing set forth in the Registration StatementPurchase Agreement, dated as of the date hereof, between Crestwood Holdings LLC and the Partnership (as may be amended or modified, the Registration Statement shall be effective and no stop-orders shall “GP Transaction Agreement”), have been issuedsatisfied or validly waived and the closing thereunder shall occur immediately following the Closing.

Mutual Conditions. The respective obligations of each 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 Closing Date 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): (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vc) If the Purchased Units are sold under closing of the Registration Statementtransactions contemplated by the XXXXX Purchase Agreement shall have occurred, or shall occur substantially concurrently with the Registration Statement Closing; provided, that the closing of the transactions contemplated by the XXXXX Purchase Agreement shall be effective and no stop-orders shall deemed to have been issuedoccurred concurrently with the Closing if such closing takes place on the immediately following Business Day.

Mutual Conditions. The respective obligations obligation of each party 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 Lawlaw): (i) no statute, rule, order, decree regulation or regulation order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation listing on the NASDAQNYSE, subject only to official notice of issuance; and (viv) If no stop order suspending the Purchased Units are sold under the Registration Statement, effectiveness of the Registration Statement shall be effective and no stop-orders or any part thereof shall have been issuedissued and no proceedings for that purpose shall have been instituted or threatened by any governmental authority.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy shall have consummated all conditions set forth in Section 7.1 (Conditions to Purchaser’s Obligations) of the Star Gas Acquisition; (iv) the Purchased Units Valero Purchase Agreement, shall have been approved for quotation on satisfied in all material respects or the NASDAQ, subject only fulfillment of any such conditions to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders PEG’s obligations shall have been issuedwaived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each 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 party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (iib) there There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iiic) Inergy The Company and the applicable counterparties shall have consummated executed and delivered the Star Gas AcquisitionVessel Acquisition MOAs relating to the Vessel Acquisitions; (ivd) the Purchased Units Teekay Corporation shall have been approved for quotation on made the NASDAQ, subject only to official notice of issuanceTeekay Corporation Investment; and (ve) If No stop order suspending the Purchased Units are sold under the Registration Statement, effectiveness of the Registration Statement shall be effective and no stop-orders or any part thereof shall have been issued, and no proceedings for that purpose shall have been instituted or threatened by any governmental agency.

Mutual Conditions. The respective obligations of each party to consummate this Agreement to effect 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: (ia) no No order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect or 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 or regulation shall have been enacted enacted, entered, promulgated or promulgated, and no action shall have been taken, enforced by any Governmental Authority of competent jurisdiction which temporarilyprohibits, preliminarily restricts or permanently restrains, precludes, enjoins or otherwise prohibits the makes illegal consummation of the transactions contemplated hereby or makes known by any party to be threatened to be imposed; (b) All Governmental Approvals required to consummate 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 transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceobtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (vc) If Clients who have Advisory Agreements with the Purchased Units are sold under Company or Optima included in Company Accounts representing an aggregate of at least $700,000,000 shall have Consented to the Registration Statement, assignment of their respective Advisory Agreements to the Registration Statement Buyer in accordance with Section 6.2 or shall be effective and no stop-orders have entered into new Advisory Agreements with the Buyer. (d) The Private Placement shall have been issuedcompleted. (e) The License Agreement shall have been executed by the Parties.

Mutual Conditions. The respective obligations of each party 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 party on behalf of itself the Party entitled to the benefit thereof in writing, in whole or in part, solely as to itself, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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;illegal; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (ivc) the Purchased Units Credit Facility shall have been approved for quotation on executed and delivered by the NASDAQ, subject only to official notice of issuanceparties thereto; and (vd) If the Purchased Units 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 sold under not entitled to vote the Registration Statement, Investor Initial Shares in the Registration Statement shall be effective and no stop-orders shall have been issuedshareholder vote required for the Charter Amendment.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the The Registration Statement shall be effective and no stop-stop orders suspending the effectiveness of the Registration Statement shall have been issuedissued and no proceeding for that purpose shall have been instituted or, to the knowledge of Enbridge or any Purchaser, threatened by the Commission.

Mutual Conditions. The respective obligations of each party hereto 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: (ia) There shall be no statuteinjunction, rulejudgment, restraining order, ruling, charge or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by of any nature of any Governmental Authority of competent jurisdiction which temporarily, preliminarily that is in effect that prohibits or permanently restrains, precludes, enjoins or 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 transactions contemplated by this Agreement; (iiib) Inergy The Required Antitrust Approvals shall have consummated been obtained, waived or made, as applicable, and the Star Gas Acquisitionrespective waiting periods required in connection with Required Antitrust Approvals shall have expired or been terminated; provided, however, a party shall not have the right to assert that the foregoing condition set forth in this Section 8.1(b) has not been satisfied if the failure to satisfy such condition is a proximate result of such party's failure to perform or comply with its obligations under Section 7.3; (ivc) the Purchased Units This Agreement shall have been duly approved for quotation on by holders of Shares constituting the NASDAQ, subject only to official notice Requisite Vote in accordance with applicable Law and the certificate of issuanceincorporation and by-laws of Parent; and (vd) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders The Life Technologies Purchase Agreement shall have been issuedexecuted and delivered by Buyer or its Affiliates and the closing of the transactions contemplated thereunder shall take place prior to, contemporaneously with or immediately after the Closing hereunder.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iiic) Inergy shall have consummated written confirmation from the Star Gas Acquisition; (iv) Company’s senior lenders affirming their consent to the Purchased Units shall have been approved for quotation on amendments of the NASDAQ, subject only to official notice of issuanceLoan Facilities described in the Omnibus Loan Supplemental Agreement and the Omnibus Note Supplemental Agreement; and (vd) If all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the Purchased Units expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are sold under required for or in connection with the Registration Statement, execution and delivery by the Registration Statement shall be effective parties of this Agreement and no stop-orders the consummation of the transactions contemplated by this Agreement shall have been issuedobtained or made, in form and substance reasonably satisfactory to each of the parties, and shall be in full force and effect.

Mutual Conditions. The respective obligations obligation of each party to consummate the purchase and issuance and sale of the Purchased Units Sellers, on the one hand, and Buyer, on the other hand, to effect the 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: (ia) no statute, rule, order, injunction or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, issued by any Governmental Authority court or agency of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there by this Agreement shall not be pending any suitin effect, action or and that no proceeding initiated by any Governmental Authority seeking to restrainan injunction shall be pending and that no statute, precluderule, enjoin regulation, order, injunction or prohibit decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreementhereby; (iiib) Inergy the applicable waiting period under HSR shall have expired or been terminated; (c) the parties hereto shall have made all 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 imposition of any Onerous Condition; and (d) the Sellers and the Companies shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall Reorganization or such other restructuring of Permal, Parent and Permal LLC that does not have been approved for quotation an adverse effect on the NASDAQ, subject only to official notice Companies or the consummation of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedtransactions contemplated hereby.

Mutual Conditions. The respective obligations obligation of each party 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): (i) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy the Partnership shall have consummated concurrently closed the Star Gas AcquisitionDrop Down, substantially on the terms set forth in the Purchase Agreement; (iv) the Purchased Purchase Units that are Common Units shall have been approved for quotation listing on the NASDAQNYSE, subject only to official notice of issuance; and (v) If in the event the NYSE Amendment has not occurred, the Partnership shall have received confirmation from the NYSE that the terms of the Alternative Class are acceptable and the issuance and sale of the Purchased Units are sold under by the Registration Statement, Partnership will not require the Registration Statement shall be effective and no stop-orders shall have been issuedapproval of the Partnership’s unitholders pursuant to the rules of the NYSE.

Mutual Conditions. The respective obligations of each party Investor and the 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iiic) Inergy No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have consummated been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the Star Gas Acquisitionconsummation of the transactions contemplated by this Agreement; (ivd) The closing of Isotope Merger shall have occurred or the Purchased Units Isotope Merger Agreement shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceterminated in accordance with its terms; and (ve) If The Aralez Distribution shall have occurred or the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders Aralez Subscription Agreement shall have been issuedterminated prior to the consummation of the transactions contemplated thereby.

Mutual Conditions. The respective obligations of each 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 Closing Date 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): ): (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; ; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; ; and (iiic) Inergy the closing of the transactions contemplated by the XXXXX Purchase Agreement shall have consummated occurred, or shall occur substantially concurrently with the Star Gas Acquisition; (iv) Closing; provided, that the Purchased Units closing of the transactions contemplated by the XXXXX Purchase Agreement shall be deemed to have been approved for quotation occurred concurrently with the Closing if such closing takes place on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedimmediately following Business Day.

Mutual Conditions. The respective obligations of each party the Parties to consummate complete the purchase and issuance and sale of the Purchased Units shall be Assets are subject to the satisfaction on following conditions being fulfilled or performed as at or prior to the Closing Date of each of Date: (a) the following conditions Court shall have granted the Approval and Vesting Order and the Approval and Vesting Order shall be a Final Order; (b) no Governmental Authority shall have enacted, issued or promulgated any final or all of which may be waived by a particular party on behalf of itself in writing, in whole non- appealable order or in part, Applicable Law subsequent to the extent permitted by applicable Law):date hereof which has the effect of: (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by making any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this AgreementAgreement illegal; or (ii) otherwise prohibiting, preventing or restraining the Vendor from the sale of the Assets; (iiic) Inergy the Monitor shall have consummated determined and provided to the Star Gas Acquisition; (iv) Parties a good-faith estimate of the Purchased Units shall have been approved for quotation on amount of the NASDAQ, subject only to official notice of issuanceCure Costs; and (vd) If the Purchased Units are sold under Closing is not otherwise prohibited by Applicable Law; (e) the Registration Statement, the Registration Statement shall be effective and no stop-orders Purchaser shall have been issuedgranted General Eligibility status by the AER; and (f) the AER shall have approved the LTAs. The foregoing conditions are for the mutual benefit of the Vendor and the Purchaser and may be asserted by the Vendor or the Purchaser regardless of the circumstances and may be waived only with the agreement of the Vendor and the Purchaser.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits seeks to prohibit 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 third party that is not a Governmental Authority seeking which seeks to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation listing on the NASDAQNYSE, subject only to official notice of issuance; and (viv) If the Purchased Units are sold under the Registration Statement, the The Registration Statement shall be effective and no stop-orders shall have been issued.

Mutual Conditions. The respective obligations of each 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: (ia) no statute, rule, No order, injunction or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, issued by any Governmental Authority court or agency of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there by this Agreement shall not be pending any suit, action or in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. 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 contem- plated hereby; (b) All consents, waivers, authorizations and ap- provals required from all Governmental Authorities to restrain, preclude, enjoin or prohibit con- summate the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units hereby shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceobtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; and (vc) If In respect of the Purchased Units are sold under notifications of the Registration Statementparties hereto pursuant to the HSR Act, the Registration Statement shall be effective applicable waiting period and no stop-orders any extensions thereof shall have been issuedexpired or terminated. (d) The parties shall have executed and delivered the agreements referred to in Section 4.5.

Mutual Conditions. The respective obligations obligation of each party 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): (i) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy the Hermes Closing Date shall have consummated occur concurrently with the Star Gas Acquisition; Closing on terms substantially the same as those set forth on Exhibit C and all conditions set forth in Section 7.1 and Section 7.3 (ivConditions Precedent to Obligations of Buyer) of the Purchased Units Hermes Contribution Agreement, shall have been approved for quotation on satisfied in all material respects or the NASDAQ, subject only fulfillment of any such conditions to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders BreitBurn Operating L.P.’s obligations shall have been issuedwaived, except for those conditions that, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each 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 party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iiic) Inergy shall have consummated All necessary filings and notifications under the Star Gas Acquisition; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ivthe “HSR Act”) the Purchased Units shall have been approved for quotation on made, including the NASDAQfiling of any required additional information or documents, subject only and the waiting period referred to official notice of issuancein the HSR Act applicable to the transactions contemplated herein shall have expired or been terminated; and (vd) If The closing of the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders Acquisition shall have been issuedoccurred, or shall occur substantially concurrently with the Closing.

Mutual Conditions. The respective obligations of each party Party to consummate the purchase and issuance and sale of the Purchased Units transactions contemplated by this Agreement shall be subject to the satisfaction on 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 the Parties to the extent permitted by applicable Law):: (ia) no statuteNo Law enacted, ruleentered, order, decree promulgated or regulation shall have been enacted or promulgated, and no action shall have been taken, enforced by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits shall be in effect at the Closing preventing the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;by this Agreement (each, a “Closing Legal Impediment”). (iib) there No material Action commenced by a Governmental Authority with authority over antitrust matters shall not be pending that seeks any suitdecree, action judgment, injunction or proceeding by any Governmental Authority seeking to restrainother order, precludewhether temporary, enjoin preliminary or prohibit permanent, that would prohibit, prevent, limit, delay or restrict consummation of the transactions contemplated by this Agreement;; provided, that no Party shall be permitted to assert that this condition has not been satisfied unless such Party shall have complied with its obligations set forth in Section 5.03. (iiic) Inergy Any applicable waiting period (and any extension thereof) under the HSR Act shall have consummated the Star Gas Acquisition; (iv) the Purchased Units expired or been terminated and all required filings shall have been approved for quotation on the NASDAQmade, subject only to official notice of issuance; andapplicable waiting periods (and extensions thereof) expired or been terminated. (vd) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders The Seller Member Approval shall have been issuedobtained and shall be effective.

Mutual Conditions. The respective obligations obligation of each party 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): (i) no statute, rule, order, decree or regulation Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy U.S. Shipping shall have consummated concurrently closed the Star Gas Acquisition; (ivA) Notes Offering; (B) Amended Credit Agreement; and (C) Joint Venture Transaction, which closing shall include, in the case of the Joint Venture Transaction, (w) execution and delivery of the Limited Liability Company Agreement of USS Products Investor LLC by the members thereof, (x) the Purchased Units shall have been approved for quotation on execution and delivery of the NASDAQManagement and Operating Agreement between USS Product Manager LLC and USS Product Investors LLC by such parties, subject only to official notice (y) the delivery of issuance; and (v) If the Purchased Units are sold letter of credit contemplated under the Registration Statement, Limited Liability Company Agreement of USS Products Investor LLC for the Registration Statement shall be effective benefit of the Class B Member (as defined therein) and no stop-orders shall have been issued(z) the execution and delivery by General Dynamics Corporation of its performance guarantee pursuant to the Construction Contract.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Common Units hereunder shall be subject to the satisfaction on or prior to the each 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): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action Action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action Action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy on or prior to the First Closing Date, Enterprise shall have consummated waived in writing its right of first refusal pursuant to Section 3.3 of the Star Gas Acquisition; (iv) the Purchased Unitholder Rights Agreement with respect to any Common Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are be sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedhereunder.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units hereunder shall be subject to the satisfaction on or prior to the Closing Date or the Option Closing Date, if applicable, 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): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action Action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action Action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;; and (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-stop orders suspending the effectiveness of the Registration Statement shall have been issuedissued and, to the knowledge of Seller and Purchasers, no proceeding for that purpose shall have been instituted or threatened by the Commission.

Mutual Conditions. The respective obligations of each party the Purchaser, on one hand, and the Seller, on the other hand, to consummate the purchase and issuance and sale of the Purchased Units shall be transactions contemplated herein are subject to the reasonable 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 writingwritten waiver, in whole or in part, to the extent permitted by applicable Requirements of Law):, of the Purchaser and the Seller) of the following conditions: (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits The waiting period applicable to the consummation of the transactions contemplated hereby herein under the HSR Act shall have expired or makes been terminated; (b) The FERC Approval and the regulatory approvals listed on ‎Section 6.06(a) of the Seller's Disclosure Letter shall have been obtained (but without the requirement for expiration of any applicable rehearing or appeal periods); (c) Any required notifications of state public utility commissions or similar authorities as set forth in ‎Section 7.01(c) of the Seller's Disclosure Letter shall have been made; and (d) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated hereby illegal; (ii) herein shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be pending any suit, action Requirements of Law enacted or proceeding by any Governmental Authority seeking deemed applicable to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders shall have been issuedherein that makes consummation thereof illegal.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy all authorizations, consents, orders, approvals, declarations, filings or expiration of waiting periods imposed under the HSR Act shall have consummated the Star Gas Acquisition;been obtained or made; and (iv) the Purchased Units closing of the LD Acquisition shall have been approved for quotation on occurred, or shall occur concurrently with the NASDAQClosing, subject only to official notice in accordance with the terms and conditions of issuance; and (v) If the Purchased Units are sold under the Registration StatementLD Acquisition Agreement, the Registration Statement shall be effective and no stop-orders shall have been issuedwithout any material amendment, modification or waiver of such terms or conditions.

Mutual Conditions. The respective obligations of each party hereto ----------------- to consummate the purchase and issuance and sale of transactions contemplated hereunder are conditioned upon 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):following: (iA) no statute, rule, order, decree or regulation This Agreement and the transactions and actions contemplated herein shall have been enacted approved and adopted by the requisite vote of VIMRx's stockholders in accordance with applicable Delaware General Corporation Laws and the rules and regulations of Nasdaq. (B) No order of any court or promulgatedAuthority shall be in effect which restrains or prohibits the transactions contemplated hereby, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking or other person shall be pending or threatened which seeks to restrainrestrain the consummation, precludeor challenges the validity or legality, enjoin or prohibit of the transactions contemplated by this Agreement;. (iiiC) Inergy shall have consummated All other consents, approvals or orders of any Authority, the Star Gas Acquisition; (iv) granting of which is required for the Purchased Units lawful consummation of the transactions contemplated hereby, shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceobtained; and (v) If the Purchased Units are sold and all other waiting and notification periods specified under the Registration Statementapplicable law, the Registration Statement shall be effective and no stop-orders termination or expiration of which is necessary for such consummation, shall have been issuedterminated or shall have expired.

Mutual Conditions. The respective obligations of each party to consummate this ----------------- Agreement to effect 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: (ia) no statute, rule, No order, injunction or decree or regulation shall have been enacted or promulgated, and no action shall have been taken, issued by any Governmental Authority court or agency of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there by this Agreement shall not be pending any suit, action or in effect. No proceeding initiated by any Governmental Authority seeking to restrainan injunction shall be pending. No statute, precluderule, enjoin regulation, order, injunction or prohibit decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated by this Agreementhereby; (iiib) Inergy All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the transactions contemplated hereby shall have consummated the Star Gas Acquisitionbeen obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (ivc) the Purchased Units The Stockholders' Agreement shall have been approved for quotation on executed by Buyer, the NASDAQshareholders of Buyer, subject only to official notice of issuanceinvestors in the EnvestNet Financing and the Shareholder; and (vd) If the Purchased Units are sold under the Registration Statement, the Registration Statement shall be effective and no stop-orders The Services Agreements shall have been issuedexecuted by Buyer and the Shareholder.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) 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 regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (iiiv) there shall not be pending 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 transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (v) If all registrations and filings with, or consents and approvals of any Person, including any Governmental Authority, required for the Purchased Units are sold transactions contemplated under this Agreement (including those required under the Registration StatementHSR Act, the Registration Statement shall be effective if any, and no stop-orders 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 issuedmade or granted, or the necessary waiting period shall have expired, or early termination thereof shall have been granted.

Mutual Conditions. The respective obligations of each party the 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: (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any No Governmental Authority of competent jurisdiction shall have (i) enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order which temporarily, preliminarily is in effect; or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending commenced or threatened any suit, action or proceeding by any Governmental Authority seeking to restrainproceeding, preclude, enjoin or which in either case would prohibit consummation of the transactions contemplated by this Agreement; (iiib) Inergy Subject to the provisions of Section 5.12, all consents, authorizations, orders or approvals of, and filings 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 and thereby shall have consummated the Star Gas Acquisitionbeen obtained or made and shall be in full force and effect; (ivc) the Purchased Units The Collective Bargaining Agreements shall have been approved for quotation on modified in writing such that the NASDAQ, subject only to official notice execution and delivery of issuancethis 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 (vd) If Estoppel certificates executed by each landlord for each of the Purchased Units are sold under Leased Real Properties included in the Registration Statement, the Registration Statement shall be effective and no stop-orders Transferred Property shall have been issueddelivered to the Purchaser reflecting the absence of any defaults under the leases for such Leased Real Property.

Mutual Conditions. The respective obligations of each party to consummate effect the purchase and issuance and sale of the Purchased Units Closing shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following 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 the extent permitted by applicable LawCCS and Vendell): (ia) no statute, rule, order, decree none of CCS or regulation Vendell nor any of their respective Subsidiaries shall have been enacted or promulgated, and no action shall have been taken, be subject to any Order by any Governmental Authority a court of competent jurisdiction which temporarily, preliminarily (i) prevents or permanently restrains, precludes, enjoins or otherwise prohibits materially delays the consummation of the transactions contemplated hereby or (ii) would impose any material limitation on the ability of CCS effectively to exercise full rights of ownership of any material portion of the Assets or Business of Seller; (b) no Law shall have been enacted by any Governmental or Regulatory Authority that makes the transactions consummation of any transaction 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 transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vc) If Vendell (and Rivendell-Michigan, and/or Rivendell-Montana if either files a Chapter 11 bankruptcy petition pursuant to Section 7.4 of this Agreement) shall have obtained a final nonappealable order or orders from the Purchased Units are sold under Bankruptcy Court confirming the Registration StatementPlan of Reorganization or approving the Sale Motion, which order or orders approve all terms and conditions of this Agreement, including, without limitation, the Registration Statement shall be effective sale of the Assets, free and no stop-orders shall have been issuedclear of all Liens, except the Permitted Liens.

Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Closing, of the following conditions conditions: (a) The holders of the requisite number of CompuServe Common Shares shall have duly and validly approved and adopted this Agreement; (b) Any mandatory waiting period (and any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, extension thereof) applicable to the extent permitted by applicable Law):consummation of the Merger under the HSR Act, any foreign competition law or similar law shall have expired or been terminated; (ic) no No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order, decree whether temporary, preliminary or regulation shall permanent, which is in effect and which has or would have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority the effect of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit making the transactions contemplated by this AgreementAgreement illegal or restraining or prohibiting consummation of such transactions; (iiid) Inergy The Registration Statement shall have consummated been declared effective, no stop order with respect to the Star Gas AcquisitionRegistration Statement shall be in effect, and no proceeding for that purpose shall have been instituted or threatened by the SEC; (ive) The WorldCom Common Shares to be issued in connection with the Purchased Units Merger shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vf) If There shall not have occurred and be continuing any general banking moratorium in the Purchased Units are sold under United States or any general suspension of trading of securities on any national stock exchange or in the Registration Statement, the Registration Statement shall be effective and no stopover-orders shall have been issuedthe-counter market.

Mutual Conditions. The respective obligations obligation of each party Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the each 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): (i) no statute, rule, order, decree regulation or regulation order shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority governmental authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby by this Agreement illegal; (ii) there shall not be pending any suit, action or proceeding by any Governmental Authority governmental authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation listing on the NASDAQNYSE, subject only to official notice of issuance; and (viv) If no stop order suspending the Purchased Units are sold under the Registration Statement, effectiveness of the Registration Statement shall be effective and no stop-orders or any part thereof shall have been issuedissued and no proceedings for that purpose shall have been instituted or threatened by any governmental authority.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (ia) no statute, rule, order, decree or regulation No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which 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; (iib) there There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) Inergy shall have consummated the Star Gas Acquisition; (iv) the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuance; and (vc) If The closing of the Purchased Units are sold under Drop-down shall have occurred, or shall occur concurrently with the Registration Statement, Closing in which case all conditions set forth in Article VII of the Registration Statement shall be effective and no stopDrop-orders down Agreement shall have been issuedsatisfied in all material respects or the fulfillment of any such conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the Closing.

Mutual Conditions. The respective obligations of each 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 on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Lawlaw): (ia) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and 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 of competent jurisdiction Authority") which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby by this Agreement or makes the transactions contemplated hereby illegal; (iib) there shall not be pending any suit, action or proceeding by any Governmental Authority or any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iiic) Inergy the Lenders shall have consummated agreed to restructure the Star Gas Acquisition; (iv) Credit Facility on terms satisfactory to the Purchased Units shall have been approved for quotation on the NASDAQ, subject only to official notice of issuanceCompany; and (vd) If all other consents, authorizations, waivers, orders and approvals of, notices to, filings or registrations with and the Purchased Units expiration of all waiting periods imposed by, any third person, including any Governmental Authority, which are sold under required for or in connection with the Registration Statement, execution and delivery by the Registration Statement shall be effective parties of this Agreement and no stop-orders the consummation the transactions contemplated by this Agreement shall have been issuedobtained or made, in form and substance reasonably satisfactory to each of the parties, and shall be in full force and effect.