Common use of Agreement to Sell and to Purchase Clause in Contracts

Agreement to Sell and to Purchase. (a) On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC shall sell, assign, transfer, convey and deliver to GP Buyer, and CST shall cause GP Buyer to purchase and accept from LGC, the Membership Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP LLC Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC : (i) XXX shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCXXX, the Membership InterestsXXX New LLC Interests and the XXX Units, in each case, free and clear of any pledges, restrictions on transfer, proxies, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”"ENCUMBRANCES"), except for except, in the case of the XXX New LLC Interests, as may be set forth in the New LLC Agreement (1as defined in Section 2.2) restrictions on transfer arising under applicable securities Lawsor, (2) in the applicable terms and conditions case of the XXX Units, as may be set forth in the Partnership Agreement (as defined in Section 2.3); (ii) WNGL shall sell, assign, transfer, convey and (3) deliver to Buyer, and Buyer shall purchase and accept from WNGL, the applicable terms WNGL New LLC Interests and conditions the WNGL Units, in each case, free and clear of any Encumbrances, except, in the case of the Lehigh GP WNGL New LLC Interests, as may be set forth in the New LLC Agreement or, in the case of the WNGL Units, as may be set forth in the Partnership Agreement; and (iii) The Old Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from the Old Company, the Class B Common Units, free and clear of any Encumbrances, except as may be set forth in the Partnership Agreement. (b) The closing of the such sale and purchase set forth in Section 1.1(a) (the “Closing”"CLOSING") shall take place at 9:00 10:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writingNew York time), on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following business day after the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth contained in Article Articles V and VI (other than those conditions that by their nature are to be satisfied fulfilled at Closing), or at such other time and date as the parties hereto shall agree in writing (the "CLOSING DATE"), at the Closing) and (ii) October 1offices of Xxxxxx & Xxxxxx L.L.P. in New York, 2014. The date on which the Closing occurs is referred to in this Agreement New York or at such other place as the “Closing Dateparties hereto shall agree in writing.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On At the First Closing Date (whether in a Separate Closing or as part of a Dual Closing) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Initial Purchase Price, LGC Seller shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCSeller, the Membership Interests, Unconditioned Interest free and clear of any pledges, Liens except transfer restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP LLC Agreement. (b) At the Second Closing (whether in a Separate Closing or as part of a Dual Closing), as applicable, and upon the terms and subject to the conditions set forth in this Agreement, including the satisfaction, or waiver by the Buyer Parties (such waiver to be within their sole discretion), of the GLNG Arbitration Condition, not later than twelve months after the First Closing Date, in consideration of the Secondary Purchase Price, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, the Conditioned Interest free and clear of any Liens except transfer restrictions under applicable securities Laws. (c) The closing of the sale and purchase set forth in Section 1.1(a) (the “First Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houstonwill, Texas, or at such other time and location as the Parties shall agree in writing, on a date subject to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the applicable conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions at the First Closing), take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:30 A.M., Houston, Texas time, on the Merger Agreement Closing Date (such date and time being herein called the “First Closing Date”). (d) If the GLNG Arbitration Condition is satisfied or waived by the Buyer Parties (such waiver to be within their sole discretion), within twelve months of the First Closing Date, then the closing of the sale and purchase set forth in Section 1.1(b) (the “Second Closing”) will, subject to the satisfaction or waiver of the applicable conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Second Closing, but subject to the satisfaction or waiver of those conditions at the Second Closing) and take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:30 A.M., Houston, Texas time, on (i) if the Second Closing is a Separate Closing, the second Business Day after the satisfaction or waiver by the Buyer Parties (such waiver to be within their sole discretion), of the GLNG Arbitration Condition or (ii) October 1if the Second Closing is a Dual Closing, 2014. The date on which the First Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, Date and LGC hereby acknowledges, that effective simultaneously with the First Closing (such date and its acquisition time in the case of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: clause (i) be bound or (ii) and as changed pursuant to any mutual written agreement between Seller and the Buyer Parties, being herein called the “Second Closing Date”). Effective from and after and the First Closing, Arc hereby guarantees the full and timely payment of and collection by and subject to Seller of the Secondary Purchase Price at the Second Closing (if any) in accordance with the terms and conditions of the Lehigh GP LLC this Agreement, and GP the liability of Arc for the Secondary Purchase Price shall be primary and not secondary to the liability of Buyer acknowledges that Lehigh GP (the “Guaranty”). The Guaranty is a party absolute, continuing and independent of, and in addition to, bound any and all rights and remedies of Seller under this Agreement, and shall not in any way be discharged, impaired or otherwise affected by and subject to any of the terms and conditions following, each of which is hereby waived by Arc: (w) any release or waiver of, or delay in, the Partnership Agreement; and enforcement of any rights of Seller, (iix) assume and agree any release or waiver of, or amendment to, or consent to payany such release, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole memberwaiver or amendment, of Lehigh GPthis Agreement or the Merger Agreement, and concurrently therewith LGC will cease to be a member (y) any illegality, invalidity or unenforceability of Lehigh GP and cease to have any provision of this Agreement or exercise the Merger Agreement or (z) any right requirements for promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closingdishonor or any other notice or similar requirement.

Agreement to Sell and to Purchase. (a) On Not more than seven Business Days prior to the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration the IDR Sellers will cause the following to occur (the following transactions are collectively referred to as the “Pre-Closing Contributions”): (i) Topper Trust shall form IDR LLC I, and Topper Trust shall be the sole member of the Purchase Price, LGC IDR LLC I; (ii) Topper Trust shall sellcontribute, assign, transfer, convey and deliver to GP BuyerIDR LLC I, and CST IDR LLC I shall cause GP Buyer to purchase receive and accept from LGCTopper Trust, all of the Membership InterestsIDRs owned by Topper Trust, which constitute 85% of all of the IDRs in the Partnership; (iii) Xxxxxx Trust shall form IDR LLC II, and Xxxxxx Trust shall be the sole member of IDR LLC II; and (iv) Xxxxxx Trust shall contribute, assign, transfer, convey and deliver to IDR LLC II, and IDR LLC II shall receive and accept from Xxxxxx Trust, all of the IDRs owned by Xxxxxx Trust, which constitute 15% of all of the IDRs in the Partnership; in each case, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, Laws and (2) the applicable terms and conditions of the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP LLC Agreement. (b) On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price: (i) Topper Trust shall sell, assign, transfer, convey and deliver to IDR Buyer, and CST shall cause IDR Buyer to purchase and accept from Topper Trust, 100% of the Membership Interests in IDR LLC I; and (ii) Xxxxxx Trust shall sell, assign, transfer, convey and deliver to IDR Buyer, and CST shall cause IDR Buyer to purchase and accept from Xxxxxx Trust, 100% of the Membership Interests in IDR LLC II; in each case, free and clear of any Encumbrances, except for restrictions on transfer arising under applicable securities Laws. (c) The closing of the sale sales and purchase purchases set forth in Section 1.1(a1.1(b) (the “Closing”) shall take place at 9:00 a.m. (Central Time) simultaneously with, and at the offices same location as, the closing of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writing, on a date to be specified transactions contemplated by the PartiesGP Purchase Agreement, which shall be the later of (i) the third Business Day following subject to the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI V (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On At the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase PricePrice (as hereinafter defined), LGC Noble Holdings shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCNoble Holdings, the Membership NBLM Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), Encumbrances except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and NBLM LLC Agreement, (3) Encumbrances that result from the applicable terms actions of Buyer, and conditions of the Lehigh GP LLC (4) Encumbrances created by this Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 10:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in HoustonXxxxxx & Xxxxxx LLP, Texas0000 Xxxxxx, or at such other time and location as Xxxxx 0000, Xxxxxxx, Xxxxx 00000 on the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of that is ninety (i90) the third Business Day days following the satisfaction or Execution Date (to the extent permitted by Law) waiver by “Target Closing Date”); provided, however, that if on the Party or Parties entitled to the benefits thereof of Target Closing Date, the conditions set forth in Article VI (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing) and are not satisfied or waived, the Closing shall occur on the date that is three (ii3) October 1, 2014. The Business Days after the date on which all conditions set forth in Article VI shall have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing occurs is referred Closing), or at such other date and time as Buyer and Seller may mutually agree upon (such date and time, as changed pursuant to in this Agreement as any such mutual agreement, being herein called the “Closing Date”).” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP BuyerNBLM Interests, GP Buyer will: (i) it will be bound by and subject to the applicable terms and conditions of the Lehigh GP NBLM LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On At the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Seller shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCSeller, in each case effective as of the Effective Time, the Membership CONE Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), Encumbrances except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and CONE Gathering LLC Agreement, (3) Encumbrances that result from the applicable terms actions of Buyer, and conditions of the Lehigh GP LLC (4) Encumbrances created by this Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 10:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in HoustonXxxxxx & Xxxxxx LLP, Texas0000 Xxxxxx, or at such other time and location as Xxxxx 0000, Xxxxxxx, Xxxxx 00000 on the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later earlier of (i) the third three (3) Business Day Days (or such shorter period as may be agreed to by Buyer) following the satisfaction receipt of any amendments, consents and/or waivers, in such form as is reasonably acceptable to Buyer (A) by CNNX as may be required under the CNNX Credit Facility and (B) by Buyer as may be required under the CNX Credit Facility, in each case, to permit the consummation of the transactions contemplated by this Agreement without a breach by any member of the CONE Gathering Group or Parent, respectively, or an “Event of Default” occurring thereunder and (ii) February 12, 2018 (the “Target Closing Date”); provided, however, that notwithstanding anything herein to the extent permitted by Law) waiver by contrary, without the Party or Parties entitled prior consent of the Parties, the Closing shall not occur prior to January 2, 2018, and provided, further, that if on the benefits thereof of Target Closing Date, the conditions set forth in Article VI V (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing) and are not satisfied or waived, the Closing shall occur on the date that is three (ii3) October 1, 2014. The Business Days after the date on which all conditions set forth in Article V shall have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing occurs is referred Closing), or at such other date and time as Buyer and Seller may mutually agree upon (such date and time, as changed pursuant to in this Agreement as any such mutual agreement, being herein called the “Closing Date”).” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Price (as hereinafter defined): (i) GP Holdings shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCGP Holdings, the Membership Member Interests; and (ii) LP Holdings and Operating shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and accept from LP Holdings and Operating their respective Subject Common Units, in each case free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and Agreement, (3) in the case of the Member Interests, the applicable terms and conditions of the Lehigh Limited Liability Company Agreement of ENP GP dated as of February 13, 2007, as amended (the “ENP GP LLC Agreement”), and (4) Encumbrances that result from the actions of Buyer. (b) The closing of the sale sales and purchase purchases set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx Bxxxx & Hxxxxxxxx LLP in Houston, Texas, Texas or at such other time and location place as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third second Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party party or Parties parties entitled to the benefits thereof of the conditions set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing) Closing and (ii) October 1December 31, 20142010. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer willof: (i) the Member Interests, it will be bound by and subject to the terms and conditions of the Lehigh ENP GP LLC Agreement, and GP Buyer acknowledges that Lehigh ENP GP is a party to, bound by by, and subject to the terms and conditions of, the Partnership Agreement; and (ii) the Subject Common Units, it will be bound by and subject to the terms and conditions of the Partnership Agreement. (d) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Member Interests Bxxx of Sale by GP Holdings to Buyer, Buyer will assume and agree to pay, perform and discharge when due all of LGCGP Holding’s obligations, duties and liabilities under the Lehigh ENP GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC GP Holdings will cause GP Buyer to be admitted as the sole member of Lehigh ENP GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole a member, of Lehigh ENP GP, and concurrently therewith LGC GP Holdings will cease to be a the member of Lehigh ENP GP and cease to have or exercise any right or power as a member of Lehigh GP, ENP GP except for the rights of indemnification as provided by the Lehigh ENP GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Member Interests, the admission of GP Buyer as the sole a member of Lehigh ENP GP, and GP and LGC Holdings ceasing to be a member of Lehigh GP ENP GP, will not dissolve Lehigh GP, ENP GP and Lehigh ENP GP will continue without dissolution after subsequent to the Closing.

Agreement to Sell and to Purchase. (a) On Sellers agree to sell, and Purchaser agrees to purchase, the Closing Date Subject Interests for the consideration and upon on the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC shall sell, assign, transfer, convey and deliver to GP Buyer, and CST shall cause GP Buyer to purchase and accept from LGC, the Membership Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP LLC Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms reservation by HHOC of (a) the right of ingress and conditions egress, at its sole risk and expense, with respect to the lands covered by the Subject Leases for purposes of operations as to acreage or depths not to be sold to Purchaser hereunder, provided that such access shall not interfere unduly with Purchaser's operations on the lands covered by the Subject Leases and HHOC shall bear any additional cost or expense resulting from operations on such lands by HHOC, and (b) the right, subject to available capacity therein and at the sole risk and expense of HHOC, to use the pipelines located on the Subject Easements, free of charge to HHOC by Purchaser, for the transportation of gas produced from or allocable to interests of HHOC in such acreage or depths not to be sold to Purchaser and in oil and gas leases in the "Seismic Area" established pursuant to that certain Exploration and Lease Acquisition Agreement dated effective November 12, 1996 among HHOC, Horizon Exploration Company (a division of Horizon Resources, Inc.), and American Energy Partners, Inc. (the "Exploration Agreement"), provided that the volume of Hydrocarbon production from or allocable to the interest in the Subject Leases to be acquired by Purchaser to be transported through such pipelines shall not be reduced or restricted in any manner as a result of such reservation of available pipeline capacity by HHOC and Purchaser shall have priority to capacity in such pipelines as needed by Purchaser. WITH RESPECT TO THE FOREGOING RESERVATIONS BY HHOC, EACH OF HHOC AND PURCHASER SHALL PROTECT, INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AND AGENTS, AND THE HEIRS, DEVISEES, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, LOSSES, DAMAGES, COSTS, EXPENSES, COURT COSTS, REASONABLE ATTORNEYS FEES, CAUSES OF ACTION, DEATHS, PERSONAL INJURIES, ILLNESSES, DISEASES, LITIGATION, JUDGMENTS OR SETTLEMENTS ("CLAIMS") ARISING FROM THE EXERCISE BY HHOC OF ITS RESERVED RIGHTS OR OPERATION BY PURCHASER OF THE SUBJECT LEASES AND THE PIPELINES LOCATED ON THE LANDS COVERED BY THE SUBJECT EASEMENTS; PROVIDED, HOWEVER, THAT IN EACH INSTANCE SUCH INDEMNIFICATION RELATING TO THE OPERATION OR USE OF SUCH PIPELINES SHALL BE LIMITED TO A PROPORTIONATE SHARE OF THE CLAIMS TO WHICH IT RELATES, SUCH PROPORTION TO EQUAL THE PROPORTIONATE INTEREST OF THE INDEMNIFYING PARTY IN THE ENTIRE HYDROCARBON PRODUCTION STREAM BEING TRANSPORTED THROUGH SUCH PIPELINES AT THE TIME OF THE OCCURRENCE GIVING RISE TO SUCH CLAIM. This Agreement supersedes any other agreement, whether oral or written, that may exist between the parties to this Agreement, including, but not limited to, that certain Purchase Letter dated November 17, 1998 (accepted by HHOC on November 20, 1998) between Purchaser and HHOC; provided, however, that certain Confidentiality Agreement dated July 10, 1998 between HHOC and Purchaser shall remain in place and be fully effective through the closing of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound purchase by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement Purchaser from and after the consummation Sellers of the Subject Interests (the "Closing"). Effective simultaneously with Upon the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC this Agreement and the Partnership Agreement. The assignment Assignment shall constitute the only agreements among the parties hereto relating to the subject matter hereof and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to above-mentioned Confidentiality Agreement shall be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closingsuperseded.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Price (as hereinafter defined): (i) GP Holdings shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCGP Holdings, the Membership Member Interests; and (ii) LP Holdings and Operating shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and accept from LP Holdings and Operating their respective Subject Common Units, in each case free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and Agreement, (3) in the case of the Member Interests, the applicable terms and conditions of the Lehigh Limited Liability Company Agreement of ENP GP dated as of February 13, 2007, as amended (the “ENP GP LLC Agreement”), and (4) Encumbrances that result from the actions of Buyer. (b) The closing of the sale sales and purchase purchases set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx Xxxxx & Xxxxxxxxx LLP in Houston, Texas, Texas or at such other time and location place as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third second Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party party or Parties parties entitled to the benefits thereof of the conditions set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing) Closing and (ii) October 1December 31, 20142010. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer willof: (i) the Member Interests, it will be bound by and subject to the terms and conditions of the Lehigh ENP GP LLC Agreement, and GP Buyer acknowledges that Lehigh ENP GP is a party to, bound by by, and subject to the terms and conditions of, the Partnership Agreement; and (ii) the Subject Common Units, it will be bound by and subject to the terms and conditions of the Partnership Agreement. (d) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Member Interests Xxxx of Sale by GP Holdings to Buyer, Buyer will assume and agree to pay, perform and discharge when due all of LGCGP Holding’s obligations, duties and liabilities under the Lehigh ENP GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.the

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Price (as hereinafter defined): (i) GP Holdings shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCGP Holdings, the Membership Member Interests; and (ii) LP Holdings and Operating shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and accept from LP Holdings and Operating their respective Subject Common Units, in each case free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and Agreement, (3) in the case of the Member Interests, the applicable terms and conditions of the Lehigh Limited Liability Company Agreement of ENP GP dated as of February 13, 2007, as amended (the “ENP GP LLC Agreement”), and (4) Encumbrances that result from the actions of Buyer. (b) The closing of the sale sales and purchase purchases set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx Xxxxx & Xxxxxxxxx LLP in Houston, Texas, Texas or at such other time and location place as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third second Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party party or Parties parties entitled to the benefits thereof of the conditions set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing) Closing and (ii) October 1December 31, 20142010. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer willof: (i) the Member Interests, it will be bound by and subject to the terms and conditions of the Lehigh ENP GP LLC Agreement, and GP Buyer acknowledges that Lehigh ENP GP is a party to, bound by by, and subject to the terms and conditions of, the Partnership Agreement; and (ii) the Subject Common Units, it will be bound by and subject to the terms and conditions of the Partnership Agreement. (d) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Member Interests Xxxx of Sale by GP Holdings to Buyer, Buyer will assume and agree to pay, perform and discharge when due all of LGCGP Holding’s obligations, duties and liabilities under the Lehigh ENP GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC GP Holdings will cause GP Buyer to be admitted as the sole member of Lehigh ENP GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole a member, of Lehigh ENP GP, and concurrently therewith LGC GP Holdings will cease to be a the member of Lehigh ENP GP and cease to have or exercise any right or power as a member of Lehigh GP, ENP GP except for the rights of indemnification as provided by the Lehigh ENP GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Member Interests, the admission of GP Buyer as the sole a member of Lehigh ENP GP, and GP and LGC Holdin gs ceasing to be a member of Lehigh GP ENP GP, will not dissolve Lehigh GP, ENP GP and Lehigh ENP GP will continue without dissolution after subsequent to the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Price (as hereinafter defined) Range shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCRange, the Membership Member Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, ; (2) the applicable terms and conditions of the Partnership Limited Liability Company Agreement of each of KYTX, Pipeline and Drilling (the “LLC Agreements”); (3) the applicable terms matters listed on Schedule 1.1(a); and conditions (4) Encumbrances that result from the actions of the Lehigh GP LLC AgreementBuyer. (b) The closing of the sale sales and purchase purchases set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP Buyer’s office in 10497 Town and Country Way, Ste. 820 Houston, TexasTX 77024, Houston, Texas (or at such other time and location place as the Parties shall agree in writing, ) on a date to be specified by the Parties, which shall be the later of (i) the third second Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party party or Parties parties entitled to the benefits thereof of the conditions set forth in Article ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” Regardless of the Closing Date, the transactions contemplated herein shall be effective, as of February 1, 2011 (the “Effective Date”). (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP BuyerMember Interests, GP Buyer will: (i) it will be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; andAgreements. (iid) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Member Interests Assignments for the Member Interests of the Operating Entities, Buyer will assume and agree to pay, perform and discharge when due all of LGC’s obligations, the duties and liabilities under of the Lehigh GP LLC Agreement Operating Entities, from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC Range will cause GP Buyer to be admitted as the sole member of Lehigh GP the Operating Entities with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole a member, of Lehigh GPeach, and concurrently therewith LGC Range will cease to be a the member of Lehigh GP each and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership AgreementOperating Entities. The assignment and transfer of the Membership Member Interests, the admission of GP Buyer as the sole a member of Lehigh GP KYTX, Pipeline, and LGC Drilling, and Range ceasing to be a member of Lehigh GP the Operating Entities, will not dissolve Lehigh GPany of them, and Lehigh GP they will continue without dissolution after subsequent to the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date and in each case, upon the terms and subject to the conditions set forth in this Agreement, Agreement and in consideration of the Purchase Price, LGC shall sell, Price the Seller shall: (i) assign, transfer, transfer and convey as legal and deliver beneficial owner the Transferred Interest to GP the Buyer, and CST the Buyer shall cause GP Buyer to purchase and accept from LGCthe Seller, the Membership InterestsTransferred Interest, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “all Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, the Licence; (2) the applicable terms and conditions of the Partnership Aimwell Agreement and (3) Encumbrances that result from the applicable terms and conditions actions of the Lehigh GP LLC AgreementBuyer. (ii) transfer of the operatorship under the Licence and the JOA to the Buyer or to such Person as the Buyer may nominate in writing to the Seller; and (iii) transfer to the Buyer, the Alamo/Aimwell Carry. (b) The closing of the sale and purchase set forth in Section 1.1(a) ), being when all, but not part, of the actions and deliveries specified in Section 1.2 shall occur, (the “Closing”) shall take place at 9:00 a.m. (Central Time) at Alamo’s UK office on the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, date hereof or at such other time and location later day as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP The Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of the Transferred Interest (effected, inter alia, by the execution of all of the Membership Interests Transaction Documents by delivery of the GP Assignment by LGC to GP Buyerall parties thereto), GP Buyer will: (i) it will be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; andLicence. (iid) The Buyer hereby agrees that effective simultaneously with the Closing and its acquisition of the Transferred Interest (effected, inter alia, by the execution of all of the Transaction Documents by all parties thereto) the Buyer will assume and agree to pay, perform and discharge when due all of LGC’s obligations, the duties and liabilities of the Seller attributable to the Alamo/Aimwell Carry under the Lehigh GP LLC Aimwell Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC : (i) XXX shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCXXX, the Membership InterestsXXX New LLC Interests and the XXX Units, in each case, free and clear of any pledges, restrictions on transfer, proxies, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for except, in the case of the XXX New LLC Interests, as may be set forth in the New LLC Agreement (1as defined in Section 2.2) restrictions on transfer arising under applicable securities Lawsor, (2) in the applicable terms and conditions case of the XXX Units, as may be set forth in the Partnership Agreement (as defined in Section 2.3); (ii) WNGL shall sell, assign, transfer, convey and (3) deliver to Buyer, and Buyer shall purchase and accept from WNGL, the applicable terms WNGL New LLC Interests and conditions the WNGL Units, in each case, free and clear of any Encumbrances, except, in the case of the Lehigh GP WNGL New LLC Interests, as may be set forth in the New LLC Agreement or, in the case of the WNGL Units, as may be set forth in the Partnership Agreement; and (iii) The Old Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from the Old Company, the Class B Common Units, free and clear of any Encumbrances, except as may be set forth in the Partnership Agreement. (b) The closing of the such sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 10:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writingNew York time), on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following business day after the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth contained in Article Articles V and VI (other than those conditions that by their nature are to be satisfied fulfilled at Closing), or at such other time and date as the Closing) and parties hereto shall agree in writing (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees), and LGC hereby acknowledgesat the offices of Xxxxxx & Xxxxxx L.L.P. in New York, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted New York or at such other place as the sole member of Lehigh GP with the right to participate parties hereto shall agree in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closingwriting.

Agreement to Sell and to Purchase. (a) On At the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase PricePrice (as hereinafter defined), LGC Seller shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCSeller, the Membership Interests, Partner Interests free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), Encumbrances except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement Holdings LLC Agreement, and (3) Encumbrances that result from the applicable terms and conditions actions of the Lehigh GP LLC AgreementBuyer. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Vxxxxx & Exxxxx LLP, 1000 Xxxxxx, Xxxxx 2500, Houston, Texas, or at such other time and location as Texas 77002 on the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014hereof. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP BuyerParent Interests, GP Buyer will: (i) it will be bound by and subject to the terms and conditions of the Lehigh GP Holdings LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party Holdings and the General Partner are parties to, bound by by, and subject to the terms and conditions of, the Partnership Agreement; and. (iid) Buyer hereby agrees that effective simultaneously with the Closing and the delivery of the Parent Interests Bxxx of Sale by Seller to Buyer, Buyer will assume and agree to pay, perform and discharge when due all of LGCSeller’s obligations, duties and liabilities under the Lehigh GP Holdings LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC Seller will cause GP Buyer to be admitted as the sole member of Lehigh GP Holdings with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole a member, of Lehigh GPHoldings, and concurrently therewith LGC Seller will cease to be a member of Lehigh GP Holdings and cease to have or exercise any right or power as a member of Lehigh GP, Holdings except for the rights of exculpation, indemnification and advancement of expenses and as otherwise expressly provided by the Lehigh GP Holdings LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Parent Interests, the admission of GP Buyer as the sole member of Lehigh GP Holdings, and LGC Seller ceasing to be a member of Lehigh GP Holdings, will not dissolve Lehigh GP, Holdings and Lehigh GP Holdings will continue without dissolution after subsequent to the Closing.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC : (i) Pro LP shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCPro LP, the Membership Pro LP LLC Interests, free and clear of any pledges, restrictions on transfer, proxies, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Lawslaws or as may be set forth in the BreitBurn Management LLC Agreement; and (ii) Pro GP shall sell, (2) assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Pro GP, the Pro GP LLC Interests, free and clear of any Encumbrances, except for restrictions on transfer arising under applicable terms and conditions of securities laws or as may be set forth in the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP BreitBurn Management LLC Agreement. (b) The closing of the such sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 8:00 a.m. (Central Time) at ), on the date hereof (the “Closing Date”)at the offices of Xxxx Xxxxxxxx Xxxxxxx Xxxxx LLP in Houston, Texas, Texas or at such other time and location place as the Parties parties hereto shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be it is bound by and subject to the terms and conditions of the Lehigh GP BreitBurn Management LLC Agreement. Notwithstanding any provision in the BreitBurn Management LLC Agreement, and GP Buyer acknowledges that Lehigh GP is deemed admitted to BreitBurn Management as a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all substitute member of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after BreitBurn Management simultaneously with the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management transfer of the business and affairsSellers’ LLC Interests contemplated hereby, and to exercise all immediately thereafter, each of the rights Selling Parties shall and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will do hereby cease to be a member of Lehigh GP BreitBurn Management, and shall thereupon cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership AgreementBreitBurn Management. The assignment and parties hereto agree that the transfer of the Membership Sellers’ LLC Interests, the admission of GP Buyer as the sole a substitute member of Lehigh GP BreitBurn Management and LGC the Selling Parties ceasing to be a member members of Lehigh GP will BreitBurn Management, shall not dissolve Lehigh GPBreitBurn Management, and Lehigh GP will continue BreitBurn Management shall be continued without dissolution after the Closingdissolution.

Agreement to Sell and to Purchase. (a) On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC shall sell, Price (as hereinafter defined) Seller will assign, transfer, transfer and convey as beneficial owner the Transferred Interest upon the terms and deliver conditions specified in the Deed of Interest Assignment together with one half of the benefits and liabilities under the Aimwell Agreement to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCSeller, the Membership InterestsTransferred Interest, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, the Licence; (2) the applicable terms and conditions of the Partnership Aimwell Agreement and (3) Encumbrances that result from the applicable terms and conditions actions of the Lehigh GP LLC AgreementBuyer. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. Alamo’s UK office (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location place as the Parties shall agree in writing, ) on a the date to be specified by hereof or such later day as the Parties, which Parties shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, agrees that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP BuyerTransferred Interest, GP Buyer will: (i) it will be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; andLicence. (iid) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Licence Assignment of the Transferred Interest, Buyer will assume and agree to pay, perform and discharge when due all its proportionate share of LGC’s obligations, the duties and liabilities of the Licensee under the Lehigh GP LLC Licence from and after the consummation of the Closing. (e) Buyer hereby agrees that effective simultaneously upon consummation of the Closing and the delivery of the Deed of Interest Assignment, Buyer will assume and agree to pay, perform and discharge when due its one-half share of the duties and liabilities of the Seller under the Aimwell Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.

Agreement to Sell and to Purchase. (a) On At the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC Seller shall sell, assign, transfer, convey and deliver to GP Buyer, and CST Buyer shall cause GP Buyer to purchase and accept from LGCSeller, in each case effective as of the Effective Time, the Membership CONE Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), Encumbrances except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and CONE Gathering LLC Agreement, (3) Encumbrances that result from the applicable terms actions of Buyer, and conditions of the Lehigh GP LLC (4) Encumbrances created by this Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 10:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Xxxxxx & Xxxxxx LLP, 0000 Xxxxxx, Suite 2500, Houston, Texas, or at such other time and location as Texas 77002 on the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later earlier of (i) the third three (3) Business Day Days (or such shorter period as may be agreed to by Buyer) following the satisfaction receipt of any amendments, consents and/or waivers, in such form as is reasonably acceptable to Buyer (A) by CNNX as may be required under the CNNX Credit Facility and (B) by Buyer as may be required under the CNX Credit Facility, in each case, to permit the consummation of the transactions contemplated by this Agreement without a breach by any member of the CONE Gathering Group or Parent, respectively, or an “Event of Default” occurring thereunder and (ii) February 12, 2018 (the “Target Closing Date”); provided, however, that notwithstanding anything herein to the extent permitted by Law) waiver by contrary, without the Party or Parties entitled prior consent of the Parties, the Closing shall not occur prior to January 2, 2018, and provided, further, that if on the benefits thereof of Target Closing Date, the conditions set forth in Article VI V (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing) and are not satisfied or waived, the Closing shall occur on the date that is three (ii3) October 1, 2014. The Business Days after the date on which all conditions set forth in Article V shall have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing occurs is referred Closing), or at such other date and time as Buyer and Seller may mutually agree upon (such date and time, as changed pursuant to in this Agreement as any such mutual agreement, being herein called the “Closing Date”).” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a member of Lehigh GP and cease to have or exercise any right or power as a member of Lehigh GP, except for the rights of indemnification as provided by the Lehigh GP LLC Agreement and the Partnership Agreement. The assignment and transfer of the Membership Interests, the admission of GP Buyer as the sole member of Lehigh GP and LGC ceasing to be a member of Lehigh GP will not dissolve Lehigh GP, and Lehigh GP will continue without dissolution after the Closing.