Common use of Conditions to the Obligation of the Recipients Clause in Contracts

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of less than an aggregate of 225,000 operating horsepower. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors Contributors, ABS 2007 and ABS Leasing shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, being utilized to service the Equipment serving customers that are parties to the CSAs at on the time of Closing Date shall not, taken together, consist of less than an aggregate of 225,000 230,000 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of less than an aggregate of 225,000 175,000 operating horsepower. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors and UCO 2005 shall have materially performed their covenants and agreements contained in this Restated Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Restated Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression EquipmentSchedule A and Schedule B, excluding any Leased Equipmentas updated pursuant to Section 6.5, being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of reflect less than an aggregate of 225,000 265,000 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, Equipment being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of less than an aggregate of 225,000 238,000 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of less than an aggregate of 225,000 270,000 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, Equipment being utilized to service the customers that are parties to the CSAs at on the time of Closing Date shall not, taken together, consist of less than an aggregate of 225,000 256,500 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression Equipment, excluding any Leased Equipment, Equipment being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of less than an aggregate of 225,000 operating horsepower90% of the aggregate horsepower reflected in Schedule A as of the effective date of this Agreement. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in clauses (a) and (b) of this Section 5.2.

Conditions to the Obligation of the Recipients. The obligation of the Recipients to proceed with the Closing is subject to the satisfaction or waiver by the Recipients on or prior to the Closing Date of the following conditions: (a) the Contributors and UCO 2005 shall have materially performed their covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date and (b) the representations and warranties of the Contributors made in this Agreement shall be true and correct (without regard to qualifications as to materiality or Material Adverse Effect contained therein) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except in the case of clause (b) where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Compression EquipmentSchedule A and Schedule B, excluding any Leased Equipmentas updated pursuant to Section 6.5, being utilized to service the customers that are parties to the CSAs at the time of Closing shall not, taken together, consist of reflect less than an aggregate of 225,000 265,000 operating horsepowerhorsepower of compression. The Contributors shall have delivered to the Recipients a certificate dated the Closing Date and signed by an authorized officer of each of the Contributors confirming the foregoing matters set forth in this Section 5.2.