Common use of Inadvertent Transfers of, or Failure to Transfer, Assets Clause in Contracts

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAs, EES CSAs and assets that were used to provide compression services under the CSAs as of the Closing Date. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A and B provided pursuant to Section 6.4 to reflect only those changes in compression equipment, compression services agreements and master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business; provided that such definitive list must include Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs as at the time of the Closing Dateconsisting of at least an aggregate of 175,000 operating horsepower. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A and B provided pursuant to Section 6.4 to reflect only those changes in compression equipment, compression services agreements and master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business; provided that such definitive list must include Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs as at the time of the Closing Dateconsisting of at least an aggregate of 225,000 operating horsepower. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP EXLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the CSAs as of the Closing Date. customers listed in Schedules A and B. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP EXLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein...

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A and B provided pursuant to Section 6.4 to reflect only those changes in compression equipment, compression services agreements and master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business; provided that such definitive list must include Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs as at the time of the Closing Dateconsisting of at least an aggregate of 270,000 operating horsepower of compression. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A and B provided pursuant to Section 6.4 to reflect only those changes in compression equipment, compression services agreements and master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business and in compliance with Section 6.9; provided that such definitive list must include compression equipment being utilized to service the customers that are parties to the CSAs at the time of Closing consisting of at least an aggregate of 90% of the aggregate horsepower reflected in Schedule A as of the Closing Dateeffective date of this Agreement. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP OpCo may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP OpCo or such affiliate as EESLP OpCo directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP APLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAscompression equipment, EES CSAs compression services agreements and assets master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A and B provided pursuant to Section 6.4 to reflect only those changes in compression equipment, compression services agreements and master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business; provided that such definitive list must include Compression Equipment, excluding any Leased Equipment, being utilized to service the customers that are parties to the CSAs as at the time of the Closing Dateconsisting of at least an aggregate of 225,000 operating horsepower. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.or

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAsCompression Equipment and, EES CSAs and assets if they are intended to be transferred, master agreements that were used as of the Closing Date to provide compression services under to the CSAs customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A, B and C provided pursuant to Section 6.4 to reflect only those changes in Compression Equipment and, where applicable, master agreements governing the provisions of compression services to the Closing Datecustomers that occur in the ordinary course of business and subject to the proviso set forth in Section 5.2. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.

Inadvertent Transfers of, or Failure to Transfer, Assets. Within 10 business days following the Closing, the Contributors shall provide the Recipients a definitive list (the “Closing Asset List”) of the ABS CSAsCompression Equipment and, EES CSAs and assets if they are intended to be transferred, master agreements that were used as of the Closing Date to provide compression services under to the customers listed in Schedules A and B, as modified in accordance with Section 6.4, with such changes from Schedules A, B and C provided pursuant to Section 6.4 to reflect only those changes in Compression Equipment and, where applicable, master agreements governing the provisions of compression services to the customers that occur in the ordinary course of business, provided that such definitive list must include Compression Equipment being utilized to service the customers that are parties to the CSAs as at the time of the Closing Dateconsisting of at least an aggregate of 238,000 operating horsepower of compression. In the event that the Closing Asset List indicates that any assets were inadvertently transferred by any Contributor, ABS 2007 or ABS Leasing the Contributors as part of the Assets, the applicable Recipient shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as EESLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets to EESLP or such affiliate as EESLP directs. In the event that the Closing Asset List indicates that any Contributor, ABS 2007 or ABS Leasing Contributor failed to transfer (A) any assets that are used to provide compression services under the CSAs or (B) any ABS CSAs or EES CSAs as of the Closing Date, the applicable parties shall execute, deliver and record (where appropriate) any and all instruments or other documents of transfer, conveyance and assignment, or amend or correct any such existing instruments or documents, and take such other action as MLP may reasonably request, as may be necessary or advisable to effect or evidence the transfer of those assets, ABS CSAs assets or EES CSAs in accordance with this Agreement; provided, that no such transfer by ABS 2007 shall be effective prior to the time permitted under Section 645(v) of the Indenture, without regard to the proviso contained therein.