Common use of Conditions of Underwriters’ Obligations Clause in Contracts

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the QIU and the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Representative to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the UnitsShares, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder and to (iv) the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy in all material respects of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance in all material respects by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Public Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder and to (iv) the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company (as of the date such representation or warranty speaks to) as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date Time and the Option Closing DateTime, if any, to the accuracy of the statements of officers of the Company made in certificates delivered pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, Units as provided herein, herein shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase the Firm Units and pay for the Option Units, as provided hereinthe case may be, shall be subject to the continuing accuracy of the representations and warranties on the part of the Company Partnership Parties contained herein as of the date hereof and as Time of each of Sale, the Closing Date and the Option Closing Date, if anyany settlement date pursuant to Section 4 hereof, to the accuracy of the statements of officers of the Company Partnership Parties made in any certificates pursuant to the provisions hereof and hereof, to the performance by the Company Partnership Parties of its their obligations hereunder and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: EarlyBirdCapital, Inc. ____________, 2012

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance in all material respects by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to the provisions hereof and Inergy Parties contained herein, to the performance by the Company Inergy Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date and the Option Units, as provided hereinif any, shall be on any Option Closing Date, are subject to the continuing accuracy of condition that the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the or Option Closing Date, if anyas the case may be, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof are true and accurate in all material respects, and to the performance by condition that the Company has performed all of its covenants and obligations hereunder theretofore to be performed, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriters' obligation to purchase and pay for the UnitsUnits and the Additional Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to you, as of the date hereof and as of each of the Closing Date and (or the Option Additional Closing Date, if anyas the case may be), to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder hereunder, and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company being true and correct in all material respects as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company in all material respects as of or prior to such Closing Date or Option Closing Date, as the case may be, of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the each Option Closing Date, if any, to the accuracy of the statements of directors and officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the UnitsShares, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriters’ obligation to purchase and pay for the UnitsUnits and the Additional Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to you, as of the date hereof and as of each of the Closing Date and (or the Option Additional Closing Date, if anyas the case may be), to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder hereunder, and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the UnitsUnits which they have respectively agreed to purchase hereunder, as provided herein, shall be are subject to the continuing accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Dateherein, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder hereunder, and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder hereunder; and to (iv) the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder hereunder, the condition (in the case of the Underwriters) that the QIU shall have furnished to the Underwriters the letter referred to in Section 2.2.5 hereof and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The Underwriters' obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy accuracy, as of the date hereof and as of the Closing Date (as if made on the Closing Date), of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if anyherein, to the accuracy of the statements of officers of the Company made in each certificate delivered pursuant to the provisions hereof and hereof, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Firm Units on the Closing Date and the Option Units, as provided hereinif any, shall be on any Option Closing Date, are subject to the continuing accuracy of condition that the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the or Option Closing Date, if anyas the case may be, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof are true and accurate in all material respects, and to the performance by condition that the Company has performed all of its covenants and obligations hereunder theretofore to be performed, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to Abraxas Parties and the provisions hereof and Selling Unitholder contained herein, to the performance by the Company Abraxas Parties and the Selling Unitholder of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Representatives’ Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to the provisions hereof and Xxxxxx Parties contained herein, to the performance by the Company Xxxxxx Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, herein shall be subject to to: (i) the continuing accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any(ii) the absence from any certificates, opinions, written statements or letters furnished to the accuracy of the statements of officers of the Company made Representative or to Underwriters’ Counsel pursuant to the provisions hereof and to this Section 6 of any material misstatement or omission, (iii) the performance by the Company of its obligations hereunder hereunder, and to (iv) each of the following additional conditions:.

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Units and Option Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to the provisions hereof and EVEP Parties contained herein, to the performance by the Company EVEP Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each Delivery Date, of the Closing Date representations and the Option Closing Date, if any, to the accuracy warranties of the statements of officers of the Company made pursuant to the provisions hereof and EVEP Parties contained herein, to the performance by the Company EVEP Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: EarlyBirdCapital, Inc. ____________, 2011

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the UnitsQIU, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and and, as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder hereunder, and to (iv) the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Representative's Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Representative’ Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and the (and, if applicable, each Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to the provisions hereof and Quest Parties contained herein, to the performance by the Company Quest Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to the provisions hereof and Crosstex Parties contained herein, to the performance by the Company Crosstex Parties of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance performance, in all material respects, by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Public Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Class A Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided hereinhereunder, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: Maxim Group LLC ________________, 2006

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof at the Applicable Time and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to to: (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder hereunder; and to (iv) the following conditions:

Conditions of Underwriters’ Obligations. The obligations obligation of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy when made and on each Delivery Date, of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing DatePartnership contained herein, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company Partnership of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the Xxxx Capital Partners, LLC ________________, 2005 Page 25 of 44 statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy when made and on each Delivery Date, of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing DatePartnership contained herein, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company Partnership of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: Broadband Capital Management LLC _________ __, 2008

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the UnitsShares, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Additional Units, as provided herein, shall be subject subject, in their discretion, to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to you, as of the date hereof and as of each of the Closing Date and (or the Option Additional Closing Date, if anyas the case may be), to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder hereunder, and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be Units which they have agreed to purchase hereunder are subject to the continuing accuracy of the representations and warranties of the Company (as of the date hereof hereof, and as of each of the Closing Date Dates) of and compliance with the Option Closing Daterepresentations, if any, to the accuracy of the statements of officers warranties and covenants of the Company made pursuant to the provisions hereof and herein, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: EarlyBirdCapital, Inc. July 19, 2012 Page 29 of 45

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Representative’s Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the each Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters to purchase and pay for the Units, Firm Units as provided hereinherein on the First Closing Date and, with respect to the Option Units on the Option Closing Date, shall be subject to the continuing accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of each of the Closing Date and the Option Closing Date, if anyDate as though then made, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the timely performance by the Company of its their respective covenants and obligations hereunder hereunder, and to each of the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: EarlyBirdCapital, Inc. February 17, 2011

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of all of its obligations hereunder hereunder, and to each of the following additional conditions:

Conditions of Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company accuracy, as of the date hereof and as of each of the Closing Date and (and, if applicable, the Option Closing Date), if any, to the accuracy of the statements of officers representations and warranties of the Company made pursuant to Inergy Parties and the provisions hereof and Selling Unitholders contained herein, to the performance by the Company Inergy Parties and the Selling Unitholders of its their covenants and obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters Underwriter's obliga- tions to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy accuracy, as of the date hereof and as of the Closing Date (as if made on the Closing Date), of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if anySelling Securityholders herein, to the accuracy of the statements of officers of the Company made in each certificate delivered pursuant to the provisions hereof and hereof, to the performance by the Company and the Selling Securityholders of its their obligations hereunder hereunder, and to the following additional conditions:

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:: Maxim Group LLC _________________, 2007 Page 30 of 50

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units and the Additional Units, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to ; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to hereof; (iii) the performance by the Company of its obligations hereunder hereunder; and to (iv) the following conditions: