Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. The obligation of Purchaser to consummate 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 Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;

Purchaser’s Conditions. The obligation of Purchaser to consummate 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 Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;:

Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date date hereof of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (ia) Inergy Optimer shall have performed and complied with with, in all material respects, the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy Optimer on or prior to the Closing Datedate hereof; (iib) The representations and warranties of Inergy Optimer contained in this Agreement that are qualified by materiality or Inergy an Optimer Material Adverse Effect shall be true and correct when made and as of the Closing Date date hereof and all other representations and warranties of Optimer shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date date hereof (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iiic) Since No notice of delisting from NASDAQ shall have been received by Optimer with respect to the date Common Shares, Optimer shall have undertaken to file with NASDAQ the proper form or other notification and required supporting documentation, if required, as soon as reasonably practicable following the Closing and Optimer shall have provided to NASDAQ any requested information relating to the Common Shares underlying the Series A Convertible Preferred Shares; (d) The Certificate of Designations, in the form attached as Exhibit A to this Agreement, no Inergy Material Adverse Effect shall have occurred been duly filed with the Secretary of State of the State of Delaware and be continuing;in full force; and (ive) Inergy Optimer shall have delivered, or caused to be have been delivered, to Purchaser at the Closing, InergyOptimer’s closing deliveries deliverables described in Section 2.05;2.06.

Purchaser’s Conditions. The obligation obligations of Purchaser to consummate the purchase of the Purchased Units Shares from Seller 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 Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Applicable Law): (i) Inergy Seller shall have performed and complied with the covenants and agreements contained in this Agreement which in all material respects that are required to be performed and complied with by Inergy Seller on or prior to the Closing Date; (ii) The the representations and warranties of Inergy Seller contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date Date, and all other representations and warranties of Seller shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct, or, if not qualified by materiality, true and correct in all material respects, as of such date only);; and (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy Seller shall have delivered, or caused to be delivered, to Purchaser at the Closing, InergyClosing Seller’s closing deliveries deliverables described in Section 2.05;3.3.

Purchaser’s Conditions. The obligation of the Purchaser to consummate complete the purchase of the Purchased Units shall transactions contemplated by this Agreement will be subject to the satisfaction on of, or prior to compliance with, at or before the Closing Date of each Date, of the following conditions (any or precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of which the Purchaser and may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):its discretion: (ia) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy contained the Target and the Shareholder set forth in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall will be true true, correct and correct when made and complete in all material respects as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and with the same effect as of the Closing Date, in each case as though if made at and as of the Closing Date and the Purchaser will have received: (except i) from the Target, a certificate executed by an officer of the Target certifying that the representations made as and warranties of a specific date shall be required to be the Target set forth in this Agreement are true and correct in all material respects as at the Closing Date; and (ii) from the Shareholder, completed and executed copies of such date only)the required Certificate; (iiib) Since approval of the date board of this Agreement, no Inergy Material Adverse Effect shall have occurred directors of the Purchaser and be continuingthe Target being obtained; (ivc) Inergy shall the Target and the Shareholder will have deliveredperformed and complied with all of their respective material obligations, or caused covenants and agreements required hereunder; substance reasonably satisfactory to be deliveredthe Purchaser, will have been executed and delivered to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05Purchaser;

Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Units shall be effect Completion is subject to the prior satisfaction on or prior to the Closing Date of each of the following conditions or their satisfaction subject only to Completion: (any or all a) to the extent reasonably required in the determination of the Purchaser and the Purchaser's counsel, the parties to each of the Material Contracts (other than the Company) giving their consent (in a form reasonably satisfactory to the Purchaser) to the change in control of the Company which may be waived occurs as a result of the transactions contemplated by Purchaser in writing, in whole or in partthis Agreement; (b) release of the Company from the FH Fxxxxxxx Xxxup deed of cross guarantee lodged pursuant to ASIC Class Order 98/1418; (c) the completion, to the extent permitted by applicable Law):Purchaser's reasonable satisfaction, of its review of the diligence materials and of the Business of the Company; (d) the representations and warranties of the Vendor contained herein being true and correct in all material respects (without giving effect to any limitation as to materiality in such representations and warranties) when made: (i) Inergy shall have except for changes contemplated by this Agreement; and (ii) to the extent that such representations and warranties speak as of an earlier date, being true and correct as of Completion as though made on that date; provided that this condition does not apply in respect of any representation or warranty known by the Purchaser to be incorrect prior to entering into this Agreement; (e) the Vendor having performed all obligations and agreements and complied with the all covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date;Completion; and (iif) The representations the continuing guaranty by the Vendor's Guarantor of the obligations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of under this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;.

Purchaser’s Conditions. The obligation of Purchaser to consummate 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 Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy K-Sea shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy K-Sea on or prior to the Closing Date; (ii) The representations and warranties of Inergy K-Sea contained in this Agreement that are qualified by materiality or Inergy K-Sea Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy K-Sea Material Adverse Effect shall have occurred and be continuing;; and (iv) Inergy K-Sea shall have delivered, or caused to be delivered, to Purchaser at the Closing, InergyK-Sea’s closing deliveries described in Section 2.05;.

Purchaser’s Conditions. The obligation of the Purchaser to consummate 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 the Purchaser in writingwriting with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (ia) Inergy AMID shall have performed and complied with the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy AMID on or prior to the Closing Date;; (b) (iii) The representations and warranties of Inergy AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or Inergy a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of AMID shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (iii) Since , it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered”, or caused to be delivereda similar phrase, to Purchaser at the Closingare made as of March 30, Inergy’s closing deliveries described in Section 2.052015);

Purchaser’s Conditions. The respective obligation of each Purchaser to consummate 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 such Purchaser in writing, in whole or in partpart with respect to its Purchased Shares, to the extent permitted by applicable Law): (i) Inergy since the date of this Agreement, no Company Material Adverse Effect shall have performed occurred and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Datecontinuing; (ii) The no notice of delisting shall have been received by the Company; (iii) the representations and warranties of Inergy the Company contained in this Agreement that are qualified by materiality or Inergy Company Material Adverse Effect shall be true and correct when as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case Date as though if made at on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iiiiv) Since the transactions contemplated by the Note Purchase Agreement dated as of the date of this Agreementhereof among JEH LLC, no Inergy Material Adverse Effect Xxxxx Energy Finance Corp. and GSO Special Situations Master Fund LP, GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC and Triangle Peak Partners II, LP shall have occurred and be continuing;been consummated substantially concurrently herewith; and (ivv) Inergy the Company shall have delivered, or caused to be delivered, to Purchaser the Purchasers at the Closing, Inergythe Company’s closing deliveries described in Section 2.05;.

Purchaser’s Conditions. The obligation of the Purchaser to consummate 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 the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy since the date of this Agreement, no Material Adverse Effect shall have performed occurred and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Datecontinuing; (ii) The the representations and warranties of Inergy the Company contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case Date as though if made at on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect Company shall have occurred performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be continuing;performed or complied with by it on or prior to the Closing Date; and (iv) Inergy the Company shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Inergythe Company’s closing deliveries described in Section 2.05;2.04.

Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Units a Subsequent Closing shall be subject to the prior satisfaction on or prior to the Closing Date of each waiver of the following conditions (any or all of which may be waived by Purchaser contained in writing, in whole or in part, to the extent permitted by applicable Law):this Section 2.5(b). (i) Inergy The Company’s proposed use of the proceeds from such Subsequent Closing shall have performed and complied be consistent with the covenants and agreements contained purposes contemplated by Section 5.2 or otherwise agreed to in this Agreement which are required to be performed and complied with writing by Inergy on or prior to the Closing Date;Purchaser. (ii) The representations and warranties of Inergy MHR and the Company contained in Article III of this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Closing Datedate of such Subsequent Closing, in each case as though if made at and as of the Closing Date (such date, except that (A) representations and warranties made as of a specific specified date need be true only as of that date, (B) representations and warranties made as of the Initial Closing Date shall, with respect to a Subsequent Closing, be deemed amended and modified by any supplements to the Disclosure Schedules provided by the Company in accordance with Section 5.3, and (C) references to the “Initial Preferred Units” shall be required deemed to be true and correct as of such date only);include the Additional Preferred Units. (iii) Since MHR and the date of this Agreement, no Inergy Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by MHR and the Company hereunder on or prior to such Subsequent Closing Date. (iv) A Material Adverse Effect shall not have occurred and be continuing;continuing at such time. (ivv) Inergy A Material Default shall not have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;occurred.

Purchaser’s Conditions. The Purchaser’s obligation of to deliver the Initial Purchase Consideration and the obligation to take the other actions required pursuant to this Agreement to be taken by Purchaser to consummate at the purchase of the Purchased Units shall be Closing are subject to the satisfaction on satisfaction, at or prior to the Closing Date Closing, of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part, to the extent permitted part by applicable LawPurchaser): (ia) Inergy shall have performed and complied with Each of the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy the Seller Parties contained in this Agreement Article 3: (i) that are qualified by materiality or Inergy Material Adverse Effect is a Fundamental Representation of the Seller Parties shall be true and correct when made in all respects (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on and all other as of the Closing; provided that representations and warranties that are made as of a specific date shall speak only as of such date, (ii) that is not a Fundamental Representation of the Seller Parties shall be true and correct in all material respects when made (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date, in each case as though if made at on and as of the Closing Date (except Closing; provided that representations and warranties that are made as of a specific date shall be speak only as of such date. (b) Seller Parties shall have performed or complied in all material respects with all agreements and covenants required to be true performed or complied with by the Seller Parties under this Agreement at or prior to the Closing Date, and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect Seller shall have occurred and be continuing; (iv) Inergy shall have delivered, or caused delivered all items required to be delivered, to Purchaser delivered at the Closing, Inergy’s closing deliveries described in Closing pursuant to Section 2.05;6.2(a).

Purchaser’s Conditions. The obligation of Purchaser the Purchasers to consummate 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 Purchaser the Purchasers in writingwriting with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (ia) Inergy AMID shall have performed and complied with the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy AMID on or prior to the Closing Date; (iii) The representations and warranties of Inergy AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or Inergy a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of AMID shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (iii) Since , it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, no Inergy Material Adverse Effect shall have occurred and be continuingor a similar phrase, are made as of January 22, 2014); (ivc) Inergy AMID shall have deliveredreceived or be entitled to receive at closing of the Offering net proceeds of not less than $80 million; (d) The NYSE shall have authorized, or caused to be deliveredupon official notice of issuance, to Purchaser at the Closinglisting of the LP Units issuable upon conversion of Series B Units, Inergy’s closing deliveries described as set forth in Section 2.05the Partnership Agreement Amendment;

Purchaser’s Conditions. The respective obligation of each Purchaser to consummate 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 such Purchaser in writing, in whole or in partpart with respect to its Purchased Shares, to the extent permitted by applicable Law): (i) Inergy Crosstex shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or given each Purchaser at least two (2) Business Days prior to written notice of the Closing Date; (ii) The since the date of this Agreement, no Crosstex Material Adverse Effect shall have occurred and be continuing; (iii) each of the conditions set forth in Section 2.05(b) of the XTEX Purchase Agreement (other than Section 2.05(b)(v)) shall have been satisfied; (iv) Crosstex shall not have incurred any material indebtedness since the date hereof other than indebtedness to purchase equity in Crosstex Partners; (v) no notice of delisting shall have been received by Crosstex and a notification form and supporting documentation, if any, shall have been filed with the NASDAQ; (vi) the representations and warranties of Inergy Crosstex contained in this Agreement that are qualified by materiality or Inergy Crosstex Material Adverse Effect shall be true and correct when as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case Date as though if made at on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);; and (iiivii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy Crosstex shall have delivered, or caused to be delivered, to Purchaser the Purchasers at the Closing, InergyCrosstex’s closing deliveries described in Section 2.05;2.06.

Purchaser’s Conditions. The respective obligation of each Purchaser to consummate 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 such Purchaser in writing, in whole or in partpart with respect to its Purchased Units, to the extent permitted by applicable Law): (i) Inergy PBFX shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy PBFX on or prior to the Closing Date; (ii) The representations and warranties of Inergy PBFX contained in this Agreement that are qualified by materiality or Inergy PBFX Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy PBFX Material Adverse Effect shall have occurred and be continuing; (iv) Inergy PBFX shall have delivered, or caused to be delivered, to Purchaser the Purchasers at the Closing, InergyPBFX’s closing deliveries described in Section 2.05;2.04; and (v) No notice of delisting of the Common Units from the NYSE shall have been received by PBFX.

Purchaser’s Conditions. The obligation of the Purchaser to ----------------------- consummate the purchase of the Purchased Units Securities 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 Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy The Company shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy the Company on or prior to the Closing Date; (ii) The (the representations and warranties of Inergy the Company contained in this Agreement that are qualified by materiality or Inergy Company Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since since the date of this Agreement, no Inergy Company Material Adverse Effect shall have occurred and be continuing; (iv) Inergy the Company shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Inergy’s the Company's closing deliveries described in Section 2.05;6.02. -------------

Purchaser’s Conditions. The obligation obligations of Purchaser to consummate the purchase of the Purchased any 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 Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy Seller contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (ii) Seller and Purchaser shall have executed the Assignment Agreement provided for by Section 2.02 hereof; (iii) Since the date of this Agreement, no Inergy Seller Material Adverse Effect shall have occurred and be continuing;continuing as of each Closing Date; and (iv) Inergy Seller shall have delivered, or caused cause to be delivered, to Purchaser at the Closing, Inergy’s Seller's closing deliveries described in Section 2.05;2.06 hereof.

Purchaser’s Conditions. The respective obligation of each Purchaser to consummate 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 such Purchaser in writing, in whole or in partpart with respect to its Purchased Units, to the extent permitted by applicable Law): (i) Inergy since the date of this Agreement, no ONEOK Material Adverse Effect shall have performed occurred and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Datecontinuing; (ii) The no notice of delisting of the Common Units from the NYSE shall have been received by ONEOK; (iii) the representations and warranties of Inergy ONEOK contained in this Agreement that are qualified by materiality or Inergy ONEOK Material Adverse Effect shall be true and correct when as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case Date as though if made at on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy ONEOK shall have delivered, or caused to be delivered, to Purchaser the Purchasers at the Closing, InergyONEOK’s closing deliveries described in Section 2.05;2.04; and (v) the closing of the Concurrent Private Placement shall have occurred or shall occur contemporaneously with the Closing.

Purchaser’s Conditions. The obligation of the Purchaser to consummate 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 the Purchaser in writingwriting with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (ia) Inergy AMID shall have performed and complied with the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy AMID on or prior to the Closing Date; (iii) The representations and warranties of Inergy AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or Inergy a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of AMID shall be true and correct correct, individually and in the aggregate, in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (iii) Since , it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, no Inergy Material Adverse Effect shall have occurred and be continuingor a similar phrase, are made as of April 25, 2016); (ivc) Inergy No notice of delisting from the NYSE shall have been received by AMID with respect to the LP Units; and (d) AMID shall have delivered, or caused to be delivered, to each Purchaser at the Closing, InergyAMID’s closing deliveries described in Section 2.05;2.6.

Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the its 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 the Purchaser on behalf of itself in writingwriting with respect to its Purchased Shares, in whole or in part, to the extent permitted by applicable Law): (ia) Inergy the Company shall have performed and complied with the covenants and agreements contained in this Agreement which that are required to be performed and complied with by Inergy the Company on or prior to the Closing Date; (iib) The (i) the representations and warranties of Inergy the Company (A) set forth in Section 3.3, Section 3.4, Section 3.6 and Section 3.17 and (B) contained in this Agreement that are qualified by materiality or Inergy a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (iiic) Since the date of this Agreement, no Inergy Material Adverse Effect NYSE shall have occurred and be continuingauthorized, upon official notice of issuance, the listing of the Purchased Shares; (ivd) Inergy no notice of delisting from the NYSE shall have been received by the Company with respect to the Common Stock; and (e) the Company shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Inergythe Company’s closing deliveries described in Section 2.05;2.5.

Purchaser’s Conditions. The obligation of Purchaser shall not be obliged to consummate complete the purchase of the Purchased Units shall be subject to the satisfaction herein provided for unless on or prior to the Closing Date of each of the following conditions (any or all shall have been satisfied, it being understood that the conditions are included for the exclusive benefit of which the Purchaser and may be waived by Purchaser in writing, writing in whole or in part, part by the Purchaser at any time; and the Vendor shall use its best efforts to ensure that no steps are taken which might prevent the extent permitted by applicable Law):conditions from being fulfilled on or before the Closing Date or such earlier time as may hereafter be specified: (ia) Inergy the Purchaser, in its discretion, shall have performed be satisfied in all respects with its due diligence investigations and complied with the covenants and agreements contained Purchaser shall evidence non-satisfaction in this Agreement which are required to be performed and complied with by Inergy writing signed on or prior to behalf of the Purchaser not later than the Closing Date, failing written notification of non-satisfaction, this condition shall be deemed to be waived; (iib) The the representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties set forth herein shall be true and correct in all material respects when made and as of on the Closing Date, ; and (c) all of the covenants and agreements set forth in each case as though made this Agreement to be complied with or performed by the Vendor at and as of or before the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered, been complied with or caused to be delivered, to Purchaser at performed by the Closing, Inergy’s closing deliveries described in Section 2.05;Vendor on or before the Closing Date.