Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser shall not be required to accept for payment, subject to Rule 14e-1(c) under the Exchange Act, any tendered BACs and may terminate the Offer as to any BACs not then paid for if, prior to the Expiration Date, (i) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon purchase of the BACs pursuant to the Offer, the Purchaser will have full rights to ownership as to all such BACs and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon the purchase of the BACs pursuant to the Offer, the Transfer Restrictions will have been satisfied, or (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment and may terminate or amend the Offer as to such BACs if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer Offer, and in addition to (and not in limitation of) the Purchaser's rights MergerSub’s right to extend and amend the Offer at any time in its sole discretiondiscretion (subject to the provisions of the Agreement), the Purchaser MergerSub shall not be required to accept for paymentpayment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange ActAct (relating to MergerSub’s obligation to pay for or return tendered shares of Company Common Stock after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any validly tendered BACs and may terminate shares of Company Common Stock if by the expiration of the Offer (as to any BACs not then paid for if, prior to it may be extended in accordance with the Expiration Daterequirements of Section 1.01), (i) the Purchaser Minimum Condition shall not be satisfied, (ii)(A) any applicable waiting period under the HSR Act shall not have confirmed to its reasonable satisfaction thatexpired or been terminated or (B) all approvals, upon purchase clearances, filings or waiting periods or consents of the BACs Governmental Authorities required pursuant to any Foreign Antitrust Laws applicable to the Offer, the Purchaser will have full rights to ownership as to all such BACs and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser Transactions shall not have confirmed to its reasonable satisfaction thatexpired, upon be deemed expired, or been made or received or deemed received, as the purchase of the BACs pursuant to the Offer, the Transfer Restrictions will have been satisfied, case may be or (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment and may terminate or amend the Offer as to such BACs if, at any time on or after the date of the Offer Agreement and before prior to the Expiration Dateacceptance for payment of shares of Company Common Stock pursuant to the Offer, any of the following conditions existevents shall occur and be continuing:

Conditions of the Offer. Notwithstanding any other provisions term of the Offer and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretionOffer, the Purchaser shall will not be required to accept for payment, subject payment or to Rule 14e-1(c) under the Exchange Act, pay for any Units tendered BACs and may terminate the Offer as to any BACs not then paid for if, prior to the Expiration Date, if (i) the Purchaser shall not have confirmed has reason to its reasonable satisfaction that, believe that upon the purchase of the BACs Units pursuant to the Offer, the Purchaser General Partner will have full rights not recognize as valid or effective the transfer to ownership as to all such BACs and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon the purchase of the BACs Units tendered pursuant to the Offer, will not admit the Transfer Restrictions Purchaser to the Partnership as a recognized Unitholder simultaneously with or promptly after the consummation of the Offer or will have been satisfiednot permit the Purchaser to exercise the proxies granted to the Purchaser by tendering Unitholders, or (iiiii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the OfferOffer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such BACs Units if, at any time on or after the date of the Offer and before the Expiration Dateacceptance of such Units for payment or the payment therefor, any of the following conditions existexists:

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to (and not in limitation of) the PurchaserKresxxxx'x xnd AHI's rights to extend and amend the Offer at any time in its their sole discretion, the Purchaser neither Kresxxxx xxx AHI shall not be required to accept for payment, subject to Rule 14e-1(c) under the Exchange Act, any tendered BACs Units and may terminate the Offer as to any BACs Units not then paid for if, prior to the Expiration Date, (i) the Purchaser each of Krescent and AHI shall not have confirmed to its their reasonable satisfaction that, upon purchase of the BACs Units pursuant to the Offer, the Purchaser each of Krescent and AHI will have full rights to ownership as to all such BACs Units and the Purchaser each of Krescent and AHI will become the transferee transferees of the purchased BACs Units for all purposes under the Partnership Agreement, (ii) the Purchaser each of Krescent and AHI shall not have confirmed to its their reasonable satisfaction that, upon the purchase of the BACs Units pursuant to the Offer, the Transfer Restrictions will have been satisfied, or (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer, the Purchaser Krescent and AHI will not be required to accept for payment and may terminate or amend the Offer as to such BACs Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exist:

Conditions of the Offer. Notwithstanding any other provisions For purposes of this Section 15, capitalized terms used but not defined in this Section 15 and defined in the Offer Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO and in addition is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not in limitation ofwithdrawn) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser shall not be required to accept for payment, subject to Rule 14e-1(c) under the Exchange Act, any tendered BACs and may terminate the Offer as to any BACs not then paid for if, prior to the Expiration Date, (i) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon purchase of the BACs pursuant to the Offer, Offer is subject to the Purchaser will have full rights to ownership as to all such BACs satisfaction of the Minimum Tender Condition and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser shall other conditions below. The Offer is not have confirmed subject to its reasonable satisfaction that, upon the purchase of the BACs pursuant to the Offer, the Transfer Restrictions will have been satisfied, or (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtainedfinancing condition. Furthermore, notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment or, subject to any applicable rules and may terminate regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or amend the Offer as to such BACs if, at any time on or return tendered Shares promptly after the date termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer and before may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Merger Agreement) may terminate the Offer and not accept for payment any tendered Shares: (i) if the Merger Agreement has been terminated in accordance with its terms; or (ii) if at one minute past 11:59 p.m. NYC time on any scheduled Expiration DateDate (as may be extended or subject to any requirements to extend), the Minimum Tender Condition has not been satisfied, or any of the following other conditions existis not satisfied or (to the extent permitted by applicable law) waived:

Conditions of the Offer. Notwithstanding any other provisions of the Offer and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser shall not be required to accept for payment, subject to Rule 14e-1(c) under the Exchange Act, any tendered BACs and may terminate the Offer as to any BACs not then paid for if, prior to the Expiration Date, (i) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon purchase of the BACs pursuant to the Offer, the Neither Parent nor Purchaser will have full rights to ownership as to all such BACs and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon the purchase of the BACs pursuant to the Offer, the Transfer Restrictions will have been satisfied, or (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Parent’s or Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer unless (A) the Minimum Tender Condition has been satisfied and (B)(i) the waiting period applicable to the consummation of the Offer under the HSR Act (or any extension thereof) will have expired or been terminated; and (ii) all other approvals or consents required to be obtained from any Governmental Entity the failure of which to be obtained, individually or in the aggregate, would have a Company Material Adverse Effect, have been obtained. Neither Parent nor Purchaser will be required to commence the Offer or accept for payment or, subject as aforesaid, to pay for, and may terminate or amend delay the acceptance for payment of, any Shares tendered pursuant to the Offer as to such BACs if, at 43 Table of Contents any time on or after the date of the Offer Merger Agreement (unless cured as contemplated by the terms of the Merger Agreement) and before the Expiration Dateexpiration or termination of the Offer, any of the following conditions existexists: