Common use of Closing and Closing Deliveries Clause in Contracts

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the “Closing Date”). (b) At the Closing, QEPFS shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party thereto; (ii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b); (iii) a certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the following: (i) a counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement Exchange Transaction (the “Closing”) will be held shall take place at the offices of Weil, Gotshal & Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 000000000, Xxxxxxxat 7:45 a.m., Xxxxx 00000 at 9:00 a.m. local time time, on the date of this Agreement, subject to the filing and acceptance by the Delaware Secretary of State of the Certificate under the General Corporation Law of the State of Delaware, simultaneous with the closing of the transactions under the NexTier PSA; provided that, for the avoidance of doubt, no party shall be obligated to attend the Closing in person. A party may choose to participate in the Closing by email or other electronic means. At the Closing: (a) the Company shall: (i) July 1deliver to the Noteholder’s custodian designated on Schedule B attached hereto by means of book-entry transfer or delivery of irrevocable instructions to the Transfer Agent to issue certificated securities, 2014 or 118,805 CSE Shares registered in the name of the Noteholder; (ii) if all conditions in Article VI pay to be satisfied prior the Noteholder, by wire transfer of immediately available funds to Closing have not yet been waived such account or satisfiedaccounts as designated on Schedule B attached hereto, (i) the Company Cash Payment and (ii) the Make-Whole Fee; (iii) pay to the Noteholder, the day that is two (2) Business Days after Closing Fee, pursuant to and in accordance with the date on which the last of the conditions terms set forth in Article VI the Bridge Note; (other than any such condition that by their terms are not capable iv) deliver to the Noteholder a counterpart of being satisfied until the Closing Date) is satisfied or, when permissible, waived Stockholders Agreement dated as of the date hereof between the Company and Noteholder (the “Closing DateStockholders Agreement”)) duly executed by the Company; (v) deliver to the Noteholder (A) executed resignations of each of Xxxxxxx X. Day and Xxxxxx X. Xxxxxxxx, and (B) and written evidence that the Company has taken all necessary action to increase the number of directors on the Board from six directors to seven directors and appoint each of Xxxxxxxx First, Xxxxx Xxxxx and Xxxx Xxxxxxx as directors of the Company and members of Class I, Class II and Class III of the Board, respectively; and (vi) deliver to the Noteholder a counterpart of the Senior Secured Promissory Note dated the date hereof between the Noteholder, as payee, and the Company, as obligor (the “Bridge Note”) duly executed by the Company. (b) At the Closing, QEPFS shall deliver, or cause to be delivered, to the Partnership Parties the followingNoteholder shall: (i) a counterpart transfer and deliver the Exchange Notes to the Company, it being acknowledged and agreed that, in order to facilitate the transfer and delivery of the Assignment Exchange Notes to NexTier in accordance with Section 2.3 of the NexTier PSA, the Noteholder shall cooperate with the Company in order to effect a book entry transfer, in accordance with the applicable procedures of the Depository Trust Company, of the Exchange Notes directly to NexTier, for and Contribution Agreementon account of the Company, duly executed and shall deliver all other documents and instruments reasonably requested by QEPFS as a party theretothe Company to effect the transfer of the Exchange Notes to NexTier in accordance with Section 2.3 of the NexTier PSA; (ii) deliver to the Company a certificate, dated as counterpart of the Closing Date and signed Stockholders Agreement duly executed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Noteholder; (iii) deliver to the Company a certificate of good standing of recent date counterpart of the Company, as certified Bridge Note duly executed by the Secretary of State of the State of Delaware;Noteholder; and (iv) a counterpart deliver to the Company, by wire transfer of the A&R LLC Agreementimmediately available funds to such account or accounts as designated on Schedule C attached hereto, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) an amount equal to $15,000,000 pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this AgreementBridge Note. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the following: (i) a counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated contribution of the Contributed Interest pursuant to this Agreement and the Assignment and Contribution CCA Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPXxxxxxxx, 000 Xxxx Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000Tulsa, XxxxxxxOK 74172 on the later of November 5, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 2012 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (ARTICLE 6, commencing at 10:00 a.m., Tulsa time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the parties hereto. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution CCA Agreement, duly executed by QEPFS the Contributing Parties, as a party theretoapplicable; (ii) a certificate, dated as A counterpart of the Closing Date and signed Partnership Agreement Amendment, duly executed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)General Partner; (iii) a One or more instruction letters in respect of the Contributed Interest directing WOL to reflect the transfer of the Contributed Interest to WFSG; (iv) A certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party theretoContributing Parties and each Contributed Entity; (v) a properly executed certificate Foreign qualification certificates of QEPFS that (a) the Company is a disregarded entity recent date of each Contributed Entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 each of the Code;jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following, or shall take the following actions: (i) a A counterpart of the Assignment and Contribution CCA Agreement, duly executed by each Partnership Party that is a party theretoParty, as applicable; (ii) the The Cash Consideration as provided in Section 2.22.2(a); (iii) a certificate, dated as An aggregate of 42,778,812 Common Units issued in the Closing Date and signed Private Equity Placement in book entry form for the account(s) specified in advance by an authorized officer on behalf of the Partnership Contributing Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; andThe Additional General Partner Units issued in book entry form; (v) such The capital account of the General Partner shall be increased by the amount of the Additional GP Interest; (vi) Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (vii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement and the Assignment and Contribution Conveyance Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPSemGroup, 000 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxx, Xxxxx Xxxxxxxx 00000 on the date hereof, commencing at 9:00 a.m. local a.m., Tulsa, Oklahoma time, or such other place, date and time on (i) July 1, 2014 or (ii) if all conditions in Article VI to as may be satisfied prior to Closing have not yet been waived or satisfied, mutually agreed upon by the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificatethe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a certificate of good standing of recent date of the Companyeach of SemCrude Pipeline and White Cliffs Pipeline, in each case, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS SemGroup that (ax) RRMH and the Company is a General Partner are disregarded entity entities for U.S. federal income tax purposes and is are wholly owned by QEPFS SemGroup and (by) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS SemGroup is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xv) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Aggregate Consideration as provided in Section 2.2; (iii) a certificatethe Partnership Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of, each of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (viv) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 on or before the second Business Day following satisfaction or waiver of the conditions to Closing set forth in Article 6, commencing at 9:00 a.m. local a.m., Houston, Texas time, or such other place, date and time on (i) July 1as may be mutually agreed upon by the Parties; provided, 2014 or (ii) if all conditions in Article VI to be satisfied however, that the Closing shall not occur prior to Closing have not yet been waived the earlier of October 3, 2008 or satisfied, the day that is two (2) Business Days after the date on which the last of Partnership closes the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Partnership Financing Transactions. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificateThe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary each of State of the State of DelawareCIG and SNG; (iv) a A counterpart of the A&R LLC first amendment to the Existing CIG Partnership Agreement and the first amendment to the Existing SNG Partnership Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xv) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment Contribution Agreement, duly executed by each Partnership Party; (ii) Each Promissory Note, if any, duly executed by the Borrower thereunder; (iii) The Cash Consideration as provided in Section 2.2(c); (iv) The Unit Consideration, consisting of one or more certificates representing Common Units issued or evidence of electronic book-entry registration of Common Units in the name(s) specified in writing by or on behalf of the Contributing Parties, as provided in Section 2.2(e); (v) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (vi) A counterpart of the first amendment to the Existing CIG Partnership Agreement and Contribution the first amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (vvii) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (d) At the Closing, the General Partner shall contribute to the Partnership the GP Cash Contribution, the capital account of the General Partner shall be increased by the amount of the GP Cash Contribution and the Additional General Partner Units shall be issued by the Partnership to the General Partner.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretothe Contributing Parties; (ii) a certificateThe Contributing Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of QEPFSof, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of DelawareXxxx Express Entities, SLNG and SNG; (iv) a A counterpart of the A&R amendment to, and restatement of, the Existing Xxxx Express LLC Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly A counterpart of the amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed certificate of QEPFS by each Contributing Party that (a) the Company is a disregarded entity for U.S. federal income tax purposes and party thereto; (vi) A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Contributing Party that is wholly owned by QEPFS and a party thereto; (bvii) pursuant to Treasury Regulations Section 1.1445A Certificate of Non-2(b)(2), QEPFS Foreign Status substantially in the form of Exhibit B certifying that El Paso is not a “foreign person” person within the meaning of Section 1445 of the Code; (vi) executed copies of Code and the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement;Treasury Regulations thereunder; and (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment Contribution Agreement, duly executed by each Partnership Party; (ii) The Consideration as provided in Section 2.2(a) as may be adjusted by Section 2.4; (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart of the amendment to, and Contribution restatement of, the Existing Xxxx Express LLC Agreement, duly executed by each Partnership Party that is a party thereto; (iiv) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a A counterpart of the A&R amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by each Partnership Party that is a party thereto; (vi) A counterpart of the Operating Company as amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; and (vvii) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held following satisfaction or waiver of all of the conditions precedent to the Closing set forth in Article 5 at the offices of Xxxxxx & Xxxxxxx LLPCST, 000 Xxxx XxxxxxOne Valero Way, Xxxxx 0000Building D, XxxxxxxSuite 200, Xxxxx 00000 at San Antonio, Texas, on or before 9:00 a.m. local time on (i) a.m., San Antonio, Texas time, July 1, 2014 2015, or (ii) if all conditions in Article VI to such other place, date and time as may be satisfied prior to Closing have not yet been waived or satisfied, mutually agreed upon by the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS CST shall deliver, or cause to be delivered, to the Partnership Parties CAPL the following: (i) i. a counterpart of to the Assignment and Contribution Agreement in the form attached as Exhibit A hereto (the “Assignment Agreement”), duly executed by QEPFS as a party theretoCST Services; (ii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b); (iii) a certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware; (iv) . a counterpart of an amendment to the A&R LLC AgreementCST Fuel LP Agreement (as defined in Section 2.4(a)) in the form attached as Exhibit B hereto (the “LPA Amendment”), duly executed by QEPFS as a party theretoCST USA; (v) iii. an officer’s certificate certifying CST and CST Services’ satisfaction of its conditions required by Section 5.2; and iv. a properly executed valid certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) non-foreign status pursuant to U.S. Treasury Regulations Section 1.1445-2(b)(2)2(b) executed by CST USA, QEPFS is not a “foreign person” within the meaning of in such form as reasonably requested by CAPL, such that no withholding will be required pursuant to Section 1445 of the Internal Revenue Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) v. such other certificates, instruments of conveyance and documents documents, if any, as may be reasonably requested by the Partnership Parties CAPL prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties CAPL shall deliver, or cause to be delivered, to QEPFS CST Services the following: (i) i. a counterpart of to the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party theretoCAPL; (ii) . a counterpart of the LPA Amendment, duly executed by CAPL; iii. an officer’s certificate certifying CAPL’s satisfaction of its conditions required by Section 5.3; iv. the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto1.1; and (v) v. such other certificates, instruments of conveyance and documents documents, if any, as may be reasonably requested by QEPFS CST Services prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated purchase and sale of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPThe Wxxxxxxx Companies, 000 Xxxx Inc., Oxx Xxxxxxxx Xxxxxx, Xxxxx 0000Tulsa, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time Oklahoma 74172 on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (6, commencing at 10:00 a.m., Tulsa, Oklahoma time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable the Parties. The “Closing Date,” as referred to herein, shall mean the date of being satisfied until the Closing. The Closing shall be deemed to be effective as of 12:01 a.m., Tulsa, Oklahoma time, on the first day of the calendar month in which the Closing Date) is satisfied or, when permissible, waived Date occurs (the “Closing DateEffective Time”). (b) At the Closing, QEPFS the Seller Parties shall deliver, or cause to be delivered, to the Partnership Buyer Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretoeach Seller Party; (ii) a certificateThe Seller Parties’ Closing Certificate (as defined herein), dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Seller Parties; (iii) a A counterpart of the Amended and Restated Limited Liability Company Agreement of Wamsutter LLC, substantially in the form of Exhibit B hereto (the “New LLC Agreement”), duly executed by WFS Company; (iv) Certificates evidencing the Subject Interest, endorsed in blank, or accompanied by stock powers in blank duly executed by WFS Company; (v) A long-form certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the CodeWamsutter LLC; (vi) executed copies of the Initial Conveyance DocumentsThe Assignment Agreement; (vii) an executed copy The audited version of the Indemnification Agreement;unaudited financials referred to in Section 3.5(a) hereof; and (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Buyer Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the following: (i) a counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificateThe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of DelawareCIG; (iv) a A counterpart of the A&R LLC second amendment to the Existing CIG Partnership Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 A counterpart of the CodeCancellation Agreement, duly executed by El Paso and CIG; (vi) The Demand Note, duly executed copies of the Initial Conveyance Documents;by El Paso and CIG; and (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party theretoParty; (ii) the The Consideration as provided in Section 2.22.2(a); (iii) a certificateThe Partnership Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of, each of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 on or before the second Business Day following satisfaction or waiver of the conditions to Closing set forth in Article 6, commencing at 9:00 a.m. local a.m., Houston, Texas time, or such other place, date and time on (i) July 1as may be mutually agreed upon by the Parties; provided, 2014 or (ii) if all conditions in Article VI to be satisfied however, that the Closing shall not occur prior to Closing have not yet been waived or satisfied, the day that is two (2) Business Days after the date on which the last of Partnership closes the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Partnership Debt Offering. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificateThe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of DelawareXxxx Express Entities and SLNG; (iv) a A counterpart of the A&R amendment to, and restatement of, the Existing Xxxx Express LLC Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly A counterpart of the amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed certificate of QEPFS by each Contributing Party that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Codeparty thereto; (vi) executed copies A counterpart of the Initial Conveyance Documents;Cancellation Agreement, duly executed by El Paso and SLNG; and (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment Contribution Agreement, duly executed by each Partnership Party; (ii) The Aggregate Consideration as provided in Section 2.2(a); (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart of the amendment to, and Contribution restatement of, the Existing Xxxx Express LLC Agreement, duly executed by each Partnership Party that is a party thereto; (iiv) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a A counterpart of the A&R amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by the Operating Company as each Partnership Party that is a party thereto; and (vvi) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated contribution of the Contributed Interest pursuant to this Agreement and the Assignment and Contribution CCA Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPXxxxxxxx, 000 Xxxx Onx Xxxxxxxx Xxxxxx, Xxxxx 0000Tulsa, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time OK 74172 on (i) July 1the later of February 28, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived the third Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (ARTICLE 6, commencing at 10:00 a.m., Tulsa time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the parties hereto. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of each of the Pre-Contribution Agreements, duly executed by Xxxxxxxx or Affiliates of Xxxxxxxx (as applicable) and WECU; (ii) A counterpart of the Assignment and Contribution CCA Agreement, duly executed by QEPFS the Contributing Parties, as a party thereto; (ii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)applicable; (iii) a A counterpart of the Partnership Agreement Amendment, duly executed by the General Partner; (iv) One or more instruction letters in respect of the Contributed Interest directing WECU PARENTCO to reflect the transfers of (A) the Contributed Equity Interest 99.99% to WOL and 0.01% WOFP and (B) the Contributed Debt Interest 100% to WOL; (v) A certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes Contributing Parties and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Codeeach Contributed Entity; (vi) executed copies Foreign qualification certificates of recent date of each Contributed Entity for each of the Initial Conveyance Documents;jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following, or shall take the following actions: (i) a A counterpart of the Assignment and Contribution CCA Agreement, duly executed by each Partnership Party that is a party theretoParty, as applicable; (ii) the The Cash Consideration as provided in Section 2.22.2(a); (iii) a certificate, dated as An aggregate of 25,577,521 Class D Units issued in the Closing Date and signed by an authorized officer on behalf Private Equity Placement in book entry form for the account of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b)WGP; (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; andThe Additional General Partner Units issued in book entry form; (v) such The capital account of the General Partner shall be increased by the amount of the Additional GP Interest; (vi) Guaranties from the Partnership for the benefit of Xxxxxxxx and Xxxxxxxx’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement and the Assignment and Contribution Conveyance Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPSemGroup, 000 6100 Xxxxx Xxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxx, Xxxxx Xxxxxxxx 00000 at 9:00 a.m. local time on xn or before the second (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (22nd) Business Days after Day following the date on which the last satisfaction or waiver of the conditions to Closing set forth in Article VI (VI, commencing at 9:00 a.m., Tulsa, Oklahoma time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a counterpart counterparts of the Assignment and Contribution AgreementConveyance Agreements, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificatethe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a certificate of good standing of recent date of the Companyeach of GMH, GMP LLC and Wattenberg Holding, as certified by the Secretary of State of the State of Oklahoma and the Secretary of State of the State of Delaware, as applicable; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS SemGroup that (ax) RRMH, SD and the Company is a General Partner are disregarded entity entities for U.S. federal income tax purposes and is are wholly owned by QEPFS SemGroup and (by) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS SemGroup is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xv) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a counterpart counterparts of the Assignment and Contribution AgreementConveyance Agreements, duly executed by each Partnership Party that is a party thereto; (ii) the Aggregate Consideration as provided in Section 2.2; (iii) a certificatethe Partnership Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of, each of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (viv) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement and the Assignment and Contribution Conveyance Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPSemGroup, 000 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxx, Xxxxx Xxxxxxxx 00000 at 9:00 a.m. local time on or before the second (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (22nd) Business Days after the date on which the last Day following satisfaction or waiver of the conditions to Closing set forth in Article VI (VI, commencing at 9:00 a.m., Tulsa, Oklahoma time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificatethe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a certificate of good standing of recent date of the Companyeach of SemCrude Pipeline and White Cliffs Pipeline, in each case, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC AgreementAmendment to the Partnership Agreement in substantially the same form attached hereto as Exhibit B (the “Partnership Agreement Amendment”), duly executed by QEPFS as a party theretothe General Partner; (v) a properly executed certificate of QEPFS SemGroup that (ax) RRMH and the Company is a General Partner are disregarded entity entities for U.S. federal income tax purposes and is are wholly owned by QEPFS SemGroup and (by) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS SemGroup is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xvi) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Aggregate Consideration as provided in Section 2.2; (iii) a certificatethe Partnership Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of, each of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (viv) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing Closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretothe Contributing Parties; (ii) a certificateThe Contributing Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of QEPFSof, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of each of CIG and the Company, as certified by the Secretary of State of the State of DelawareCheyenne Entities; (iv) a counterpart A Certificate of Non-Foreign Status substantially in the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate form of QEPFS Exhibit B certifying that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS each applicable Contributing Party is not a “foreign person” person within the meaning of Section 1445 of the CodeCode and the Treasury Regulations thereunder; (v) A counterpart of the Cancellation Agreement, duly executed by El Paso and Cheyenne Plains Investment; (vi) executed copies A counterpart of the Initial Conveyance Documents; (vii) an executed copy of the Debt Indemnification Agreement; (viii) an , duly executed copy of by each Contributing Party that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions is a party thereto; and (xvii) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment Contribution Agreement, duly executed by each Partnership Party; (ii) The Aggregate Consideration as provided in Section 2.2(a) as may be adjusted by Section 2.4; (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) An amendment to and Contribution restatement of the Existing Cheyenne Plains Investment LLC Agreement, duly executed by each Partnership Party that is a party thereto; (iiv) the Consideration as provided in Section 2.2; (iii) a certificate, dated as An amendment to and restatement of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R Existing CIG LLC Agreement, duly executed by each Partnership Party that is a party thereto; (vi) A counterpart of the Operating Company as Debt Indemnification Agreement, duly executed by each Partnership Party that is a party thereto; and (vvii) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) of the sale and purchase of the Subject Interest pursuant to this Agreement will be held at the offices of Xxxxxx & Xxxxxxx Axxxxxx Xxxxx LLP, 000 Xxxx 600 Xxxxxx, Xxxxx 00004200, XxxxxxxHouston, Xxxxx 00000 at 9:00 a.m. local time Texas 77002 on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Parties. The “Closing Date) is satisfied or,” as referred to herein, when permissibleshall mean the date of the Closing. The Closing shall be deemed to be effective as of 12:01 a.m., waived Houston, Texas time, on July 1, 2007 (the “Closing DateEffective Time”). (b) At the Closing, QEPFS the Seller Parties shall deliver, or cause to be delivered, to the Partnership Parties Buyer the following: (i) a counterpart of the Assignment and Contribution AgreementSeller Parties’ Closing Certificate (as defined herein), duly executed by QEPFS as a party theretoby, or on behalf of, each of the Seller Parties; (ii) a certificateduly executed bxxx of sale in substantially the form attached hereto as Exhibit A, dated as of transferring the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Subject Interest; (iii) a long-form certificate of good standing of recent date of the Company, as certified by the Secretary each of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes Discovery and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions theretoDGT; and (xiv) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties Buyer shall deliver, or cause to be delivered, to QEPFS the Seller Parties the following: (i) a counterpart of the Assignment and Contribution AgreementConsideration, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iiiii) a certificatethe Buyer’s Closing Certificate (as defined herein), dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of of, the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b)Buyer; (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (viii) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Seller Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement hereby (the “Closing”) will be held shall take place concurrently with the execution of this Agreement at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time or electronically by the mutual exchange of facsimile or portable document format (.pdf) signatures on the date hereof. (b) At the Closing: (i) July 1Buyer shall deliver to Seller: (A) the Closing Payment, 2014 as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds in U.S. dollars to the account of Seller set forth on Section 2.3(b)(i)(A) of the Seller Disclosure Schedules; (B) a counterpart of each Ancillary Agreement to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) if all conditions in Article VI Seller shall deliver (or cause to be satisfied prior delivered) to Closing have not yet been waived Buyer: (A) copies of stock certificates evidencing the Target Securities, to the extent certificated, free and clear of all Encumbrances (other than any restrictions on transfer under the Securities Act and any state securities Laws) duly endorsed in blank or satisfied, the day that is accompanied by stock powers or other instruments of transfer duly executed in blank and otherwise in proper form for transfer; with originals thereof to be delivered to Buyer within two (2) Business Days after the date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the “Closing Date”).Closing; (b) At the Closing, QEPFS shall deliver, or cause to be delivered, to the Partnership Parties the following: (iB) a counterpart of each Ancillary Agreement to which the Assignment and Contribution AgreementSeller or any of their Affiliates is a party, duly executed by QEPFS as a party theretoon behalf of the Seller or such Affiliate; (iiC) a certificate, dated as of an IRS Form W-9 from the Closing Date Seller and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b); (iii) a certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) from the Company is a disregarded entity for U.S. federal income tax purposes Seller in form and is wholly owned by QEPFS and (b) pursuant to substance compliant with Treasury Regulations Section 1.1445-2(b)(22(b), QEPFS certifying that the Seller is not a “foreign person” person within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xD) such evidence of the termination of any Contracts between an Acquired Company, on the one hand, and any of their respective Affiliates, on the other certificateshand (other than any Ancillary Agreements and any Contracts (a) listed on Section 2.3(b)(ii)(D) of the Seller Disclosure Schedules or (b) to which only Acquired Companies are party; provided however, instruments for a period of conveyance and documents as may be reasonably requested by thirty (30) days following the Partnership Parties prior date hereof, the Acquired Group Companies party to the Closing Date Contracts listed on Section 2.3(b)(ii)(D) shall have the right to carry out terminate such Contracts with immediate effect without any obligations or Liability thereunder and to the intent and extent any such Contracts are terminated, such Contracts shall be deemed Excluded Liabilities for all purposes of this Agreementhereunder. (c) At For purposes of determining the Closing, the Partnership Parties shall deliver, or cause amount of cash to be deliveredpaid by Buyer to Seller at the Closing pursuant to Section 2.3(b)(i)(A) (the “Closing Payment”), concurrently with or prior to QEPFS the following: execution and delivery of this Agreement, Seller has prepared and delivered to Buyer a written report (the “Closing Date Report”) setting forth in reasonable detail Seller’s good-faith estimate of (i) a counterpart Net Working Capital as of the Assignment and Contribution Agreementdate of this Agreement (without giving effect to the other transactions contemplated hereby) (which may be a positive or negative number) (“Estimated Working Capital”), duly executed by each Partnership Party that is a party thereto; (ii) Closing Cash as of the Consideration as provided in Section 2.2; date of this Agreement (without giving effect to the other transactions contemplated hereby) (“Estimated Closing Cash”), (iii) a certificate, dated Indebtedness as of the Closing Date and signed by an authorized officer on behalf date of this Agreement (without giving effect to the Partnership Parties, confirming the matters set forth in Section 6.2(aother transactions contemplated hereby (“Estimated Indebtedness”) and Section 6.2(b); (iv) a counterpart on the basis of the A&R LLC Agreement(i), duly executed by the Operating Company as a party thereto; and (vii) such other certificatesand (iii), instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date Payment, calculated in the manner described below, in each case, determined in accordance with the definitions in this Agreement and, as applicable, Exhibit A. The Closing Payment shall be an amount equal to carry out (A) the intent Base Purchase Price, (B) plus the Estimated Closing Cash, (C) plus Estimated Working Capital and purposes of this Agreement(D) minus Estimated Indebtedness.

Closing and Closing Deliveries. (a) The closing Closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”).,” as referred to herein, shall mean the date of the Closing. Table of Contents (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretothe Contributing Parties; (ii) a certificateThe Contributing Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of QEPFSof, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary each of State of the State of DelawareCIG and SNG; (iv) a A counterpart of the A&R LLC amendment to the Existing SNG Partnership Agreement, duly executed by QEPFS as each Partnership Party that is a party thereto; (v) a properly A counterpart of the amendment to the Existing CIG Partnership Agreement, duly executed certificate of QEPFS by each Contributing Party that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and party thereto; (bvi) pursuant to Treasury Regulations Section 1.1445A Certificate of Non-2(b)(2), QEPFS Foreign Status substantially in the form of Exhibit B certifying that El Paso is not a “foreign person” person within the meaning of Section 1445 of the Code; (vi) executed copies of Code and the Initial Conveyance Documents;Treasury Regulations thereunder; and (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party; (ii) The Consideration as provided in Section 2.2(a) as may be adjusted by Section 2.4; (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto;; Table of Contents (iiv) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a A counterpart of the A&R LLC amendment to the Existing CIG Partnership Agreement, duly executed by the Operating Company as each Partnership Party that is a party thereto; and (vvi) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing Closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the “Closing Date”)Parties. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificateThe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of DelawareSNG; (iv) a A counterpart of the A&R LLC amendment to the Existing SNG Partnership Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly executed certificate A Certificate of QEPFS Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso (aas the parent of EP SNG which is an entity disregarded from El Paso for federal tax purposes) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” person within the meaning of Section 1445 of the Code;Code and the Treasury Regulations thereunder; and (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party; (ii) The Consideration as provided in Section 2.2(a); (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart of the amendment to the SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx Axxxxxx Xxxxx LLP, 000 Xxxx 600 Xxxxxx, Xxxxx 00004200, XxxxxxxHouston, Xxxxx 00000 at 9:00 a.m. local time Texas 77002 on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable the Parties. The “Closing Date,” as referred to herein, shall mean the date of being satisfied until the Closing. The Closing shall be deemed to be effective as of 12:01 a.m., Houston, Texas time, on the Closing Date) is satisfied or, when permissible, waived Date (the “Closing DateEffective Time”). (b) At the Closing, QEPFS the Seller Parties shall deliver, or cause to be delivered, to the Partnership Buyer Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretoeach Seller Party; (ii) a certificateThe Seller Parties’ Closing Certificate (as defined herein), dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Seller Parties; (iii) a A certificate evidencing the Subject Interest, endorsed in blank, or accompanied by stock powers in blank duly executed by WFS Company; (iv) A certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto;Four Corners LLC; and (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Buyer Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Buyer Parties shall deliver, or cause to be delivered, to QEPFS the Seller Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party theretoBuyer Party; (ii) the The Cash Consideration as provided in Section 2.22.2(b); (iii) a certificateThe Equity Consideration, dated consisting of one or more certificates representing Class B Units issued in the name(s) specified in writing by the General Partner, as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth provided in Section 6.2(a) and Section 6.2(b2.2(c); (iv) a counterpart of the A&R LLC AgreementThe Buyer Parties’ Closing Certificate (as defined herein), duly executed by, or on behalf of, each of the Buyer Parties; (v) The capital account of the General Partner shall be increased by the Operating Company as a party theretoamount of the Additional GP Interest and the Additional General Partner Units shall be issued by the Partnership to the General Partner; and (vvi) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Seller Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated contribution of the Contributed Interests pursuant to this Agreement and the Assignment and Contribution CCA Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPThe Xxxxxxxx Companies, 000 Xxxx Inc., Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000Tulsa, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time OK 74172 on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (6, commencing at 10:00 a.m., Tulsa time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable the parties hereto. The “Closing Date,” as referred to herein, shall mean the date of being satisfied until the Closing. The Closing shall be deemed to be effective as of 12:01 am, Tulsa, Oklahoma time, on the first day of the calendar month in which the Closing Date) is satisfied or, when permissible, waived Date occurs (the “Closing Effective Date”). (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution each Ancillary Agreement, duly executed by QEPFS the Contributing Parties, as a party theretoapplicable; (ii) a certificate, dated as A fully executed copy of the Closing Date Assignment and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Assumption Agreement; (iii) a One or more instruction letters in respect of the Membership Interests directing the Contributed Company to reflect the transfer of such Membership Interests to the Partnership on the books of such Contributed Company; (iv) A long-form certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of Delaware; (iv) a counterpart of Contributing Parties and the A&R LLC Agreement, duly executed by QEPFS as a party theretoContributed Company; (v) a properly executed certificate Foreign qualification certificates of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 recent date of the Code;Contributed Company for each of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following, or shall take the following actions: (i) a A counterpart of the Assignment and Contribution each Ancillary Agreement, duly executed by each Partnership Party that is a party theretoParty, as applicable; (ii) the The Cash Consideration as provided in Section 2.22.2(a); (iii) a certificate, dated as An aggregate of 1,849,138 non-certificated Common Units issued in the Closing Date and signed Private Equity Placement in book entry form for the account(s) specified in advance by an authorized officer on behalf of the Partnership Contributing Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart The Additional General Partner Units issued in book entry form; (v) The capital account of the A&R LLC Agreement, duly executed General Partner shall be increased by the Operating Company as a party theretoamount of the Additional GP Interest; and (vvi) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement and the Assignment and Contribution Conveyance Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPSemGroup, 000 0000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxx, Xxxxx Xxxxxxxx 00000 at 9:00 a.m. local time on or before the second (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (22nd) Business Days after the date on which the last Day following satisfaction or waiver of the conditions to Closing set forth in Article VI (VI, commencing at 9:00 a.m., Tulsa, Oklahoma time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (ii) a certificatethe Contributing Parties Closing Certificate, dated as duly executed by, or on behalf of, each of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a certificate of good standing of recent date of the Companyeach of SemCrude Pipeline and White Cliffs Pipeline, in each case, as certified by the Secretary of State of the State of Delaware; (iv) a counterpart of the A&R First Amended and Restated Limited Liability Company Agreement of SemCrude Pipeline in substantially the same form attached hereto as Exhibit B (the “Amended SemCrude Pipeline LLC Agreement”), duly executed by QEPFS as a party theretoRRMH; (v) the Amendment to the Partnership Agreement in substantially the same form attached hereto as Exhibit C (the “Partnership Agreement Amendment”), duly executed by the General Partner; (vi) a properly executed certificate of QEPFS SemGroup that (ax) RRMH and the Company is a General Partner are disregarded entity entities for U.S. federal income tax purposes and is are wholly owned by QEPFS SemGroup and (by) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS SemGroup is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (xvii) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a counterpart of the Assignment and Contribution Conveyance Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Aggregate Consideration as provided in Section 2.2; (iii) a certificatethe Partnership Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of, each of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R Amended SemCrude Pipeline LLC Agreement, duly executed by the Operating Company as a party theretoRRMO; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated contribution of the Contributed Interests pursuant to this Agreement and the Assignment and Contribution CCA Agreement (the “Closing”) will be held at the offices of Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time Xxx Xxxx on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the third business day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (6, commencing at 10:00 a.m., New York time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the parties hereto. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At least one (1) business day prior to the Closing Date, the Partnership Parties, acting through the Conflicts Committee, shall deliver to the Contributing Parties a statement setting forth a good faith estimate as of the Closing Date of each component of the Expenses (the aggregate amount of such estimates, the “Estimated Expenses”). (c) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution each Ancillary Agreement, duly executed by QEPFS Xxxxxxxx and the Contributing Parties, as a party theretoapplicable; (ii) a certificate, dated as A counterpart of the Closing Date and signed Partnership Agreement Amendment, duly executed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)General Partner; (iii) a One or more instruction letters in respect of the Contributed Interests directing the applicable Contributed Company to transfer such Contributed Interests to the Partnership on the books of such Contributed Company; (iv) A long-form certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of Delaware; (iv) a counterpart of Contributing Parties and the A&R LLC Agreement, duly executed by QEPFS as a party theretoContributed Entities; (v) a properly executed certificate Foreign qualification certificates of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning recent date of Section 1445 each of the Code;Contributed Entities for each of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(c); and (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement. (cd) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following, or shall take the following actions: (i) a A counterpart of the Assignment and Contribution each Ancillary Agreement, duly executed by each Partnership Party that is a party theretoParty, as applicable; (ii) the The Cash Consideration as provided in Section 2.22.2(b); (iii) a certificateCertificates representing an aggregate of 203,000,000 Class C Units issued in the Private Equity Placement in the names and in accordance with the percentages set forth on Exhibit E, dated as of and bearing the Closing Date and signed appropriate restricted legends required by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) Agreement and Section 6.2(b)Applicable Law; (iv) a counterpart Certificates representing the Additional General Partner Units; (v) The capital account of the A&R LLC Agreement, duly executed General Partner shall be increased by the Operating Company as a party theretoamount of the Additional GP Interest; and (vvi) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties at least two (2) business days prior to the Closing Date to carry out the intent and purposes of this Agreement.

Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement Transaction (the “Closing”) will be held take place at 10:00 a.m., Denver, Colorado time, on the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (2) Business Days after the date hereof. The date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) occurs is satisfied or, when permissible, waived (referred to as the “Closing Date”).” Except as otherwise provided herein, all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed. (b) At Subject to the delivery of the items set forth in Section 1.6(c), at the Closing, QEPFS Buyer shall deliver, or cause to be delivered, execute and/or deliver to the Partnership Parties Company all of the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel: (i) a counterpart the Closing Cash Purchase Price, by wire transfer of the Assignment and Contribution Agreementimmediately available funds, duly executed by QEPFS as a party thereto;pursuant to Section 1.4; and (ii) a certificatecopy of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, dated as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Date and signed by an authorized officer on behalf Date. (c) Subject to the delivery of QEPFS, confirming the matters items set forth in Section 6.1(a1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and Section 6.1(b);substance reasonably satisfactory to Buyer and Buyer’s counsel: (iiii) a certificate copies of certificates of existence or good standing of recent date of the Company, as certified by Company on or soon before the Closing Date from the Secretary of State of the State of DelawareMassachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) a certificate from the Secretary of the Company, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction; (iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer and in form reasonably satisfactory to Buyer; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party theretoxxxx of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer, transferring the Acquired Assets, including the Assumed Contracts, to Buyer; (v) a properly executed certificate the books, files and other records of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant referred to Treasury Regulations in Section 1.1445-2(b)(2)1.1, QEPFS is not a “foreign person” within including any other documentation evidencing the meaning of Section 1445 Company’s ownership of the CodeAcquired Assets as may reasonably be requested by Buyers; (vi) executed copies of evidence that all amounts due from the Initial Conveyance DocumentsCompany to its employees pursuant to Section 4.5(a) shall have been paid in full; (vii) an executed copy documents, in form and substance reasonably satisfactory to Buyer, evidencing the release of any Encumbrances on the Indemnification Agreement;Acquired Assets; and (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between such other documents from the Shareholders and the Company and QEPFS; (ix) an executed copy as Buyer may reasonably request for the purpose of that certain Base Contract for Sale and Purchase of Natural Gas between facilitating the Company and QEPFS, including the special provisions thereto; and (x) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the following: (i) a counterpart consummation of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS prior to the Closing Date to carry out the intent and purposes of this AgreementTransactions.

Closing and Closing Deliveries. (a) The closing Closing of the transactions contemplated contribution of the Subject Interest pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPEl Paso Corporation, 000 Xxxx 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived before the second Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to Closing set forth in Article VI (6, commencing at 9:00 a.m., Houston, Texas time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the Parties. The “Closing Date”).,” as referred to herein, shall mean the date of the Closing. Table of Contents (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party theretothe Contributing Parties; (ii) a certificateThe Contributing Parties Closing Certificate, dated as of the Closing Date and signed by an authorized officer duly executed by, or on behalf of QEPFSof, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)Contributing Parties; (iii) a A certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of DelawareSNG; (iv) a A counterpart of the A&R LLC amendment to the Existing SNG Partnership Agreement, duly executed by QEPFS as each Contributing Party that is a party thereto; (v) a properly executed certificate A Certificate of QEPFS Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso (aas the parent of EP SNG which is an entity disregarded from El Paso for federal tax purposes) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” person within the meaning of Section 1445 of the Code;Code and the Treasury Regulations thereunder; and (vi) executed copies of the Initial Conveyance Documents; (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following: (i) a A counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party; (ii) The Consideration as provided in Section 2.2(a) as may be adjusted by Section 2.4; (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; (ii) the Consideration as provided in Section 2.2; (iii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b); (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; and (v) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.. Table of Contents

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the transactions contemplated contribution of the Contributed Interest pursuant to this Agreement and the Assignment and Contribution CCA Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLPXxxxxxxx, 000 Xxxx Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000Tulsa, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time OK 74172 on (i) July 1the later of February 28, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived the third Business Day following satisfaction or satisfied, the day that is two (2) Business Days after the date on which the last waiver of the conditions to closing set forth in Article VI (ARTICLE 6, commencing at 10:00 a.m., Tulsa time, or such other than any such condition that place, date and time as may be mutually agreed upon by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the parties hereto. The “Closing Date”),” as referred to herein, shall mean the date of the Closing. (b) At the Closing, QEPFS the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following: (i) a A counterpart of each of the Pre-Contribution Agreements, duly executed by Xxxxxxxx or Affiliates of Xxxxxxxx (as applicable) and WECU; (ii) A counterpart of the Assignment and Contribution CCA Agreement, duly executed by QEPFS the Contributing Parties, as a party thereto; (ii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b)applicable; (iii) a A counterpart of the Partnership Agreement Amendment, duly executed by the General Partner; (iv) One or more instruction letters in respect of the Contributed Interest directing WECU PARENTCO to reflect the transfers of (A) the Contributed Equity Interest 99.99% to WOL and 0.01% WOFP and (B) the Contributed Debt Interest 100% to WOL; (v) A certificate of good standing of recent date of the Company, as certified by the Secretary of State each of the State of Delaware; (iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto; (v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes Contributing Parties and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Codeeach Contributed Entity; (vi) executed copies Foreign qualification certificates of recent date of each Contributed Entity for each of the Initial Conveyance Documents;jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and (vii) an executed copy of the Indemnification Agreement; (viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS; (ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and (x) such Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the Contributing Parties the following, or shall take the following actions: (i) a A counterpart of the Assignment and Contribution CCA Agreement, duly executed by each Partnership Party that is a party theretoParty, as applicable; (ii) the The Cash Consideration as provided in Section 2.22.2(a); (iii) a certificate, dated as An aggregate of 25,577,521 Class D Units issued in the Closing Date and signed by an authorized officer on behalf Private Equity Placement in book entry form for the account of the Partnership Parties, confirming the matters set forth in Section 6.2(a) and Section 6.2(b)WGP; (iv) a counterpart of the A&R LLC Agreement, duly executed by the Operating Company as a party thereto; andThe Additional General Partner Units issued in book entry form; (v) such The capital account of the General Partner shall be increased by the amount of the Additional GP Interest; (vi) Guaranties from the Partnership for the benefit of Xxxxxxxx and Xxxxxxxx’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by QEPFS the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.