Common use of Purchase and Sale of the Interests Clause in Contracts

Purchase and Sale of the Interests. (a) On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Interests for the Purchase Price specified below in this Section 2.01 free and clear of any Encumbrances whatsoever. The Buyer acknowledges that on the Closing Date, the sole asset of each Company shall be its respective fee simple interest in the Atlas II Land or the Atlas III Land, as applicable and the related Property Rights. As of the Closing Date, Seller represents and agrees that the Companies will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which Atlas II acquired the Land, those arising in the ordinary course of business pursuant to the Contracts listed in Section 3.12 of the Seller Disclosure Schedule (as defined below) with respect to obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07, accrued ad valorem taxes with respect to the Land for periods after December 31, 2005, and those arising under the Settlement Agreement Assignment and the Side Agreement Assignment (each as defined below) (such Liabilities being referred to as the “Closing Liabilities”). (b) The purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Interests is Fifty Four Million Dollars ($54,000,000.00) plus any out of pocket costs incurred by Seller or Atlas II in forming Atlas III and conveying the undivided interest in the Property to Atlas III as provided in Section 2.01, including but not limited to recording costs for conveyance documents, title insurance premiums, surveying costs, documentary stamp tax and surtax and, if any, cost of formation of Atlas III (such out of pocket costs, the “Atlas III Costs”), payable as follows: For the Atlas II Interest, Thirty Six Million Five Hundred Seventy Nine Thousand Two Hundred Eighty and 91/100 Dollars ($36,579,280.91) plus 67.7% of the Atlas III Costs, and for the Atlas III Interest, Seventeen Million Four Hundred Twenty Thousand Seven Hundred Nineteen and 09/100 Dollars ($17,420,719.09) plus 32.3% of the Atlas III Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement. (c) The Purchase Price shall be (i) increased by an amount equal to the amount of capital contributions made to Atlas II and Atlas III (other than the transfer of the Atlas III Property) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 and (ii) decreased by any current Liabilities of Atlas II and Atlas III outstanding as of the Closing Date other than Closing Liabilities. Any excess of the preceding clause (i) over the preceding clause (ii) shall be paid by the Buyer and any excess of the preceding clause (ii) over the preceding clause (i) shall be paid by Xx. Xxxxxx and the Seller, in each case within thirty (30) days after Closing, following a determination in good faith by the Buyer and Xx. Xxxxxx of the amount of the adjustment, as calculated from the books and records of Atlas II and Atlas III.

Purchase and Sale of the Interests. (ai) On In accordance with the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer agrees to shall purchase and acquire from Seller, and Seller agrees to sell shall sell, transfer, convey, assign and deliver to Buyer, all of the Interests for the Purchase Price specified below Interests, in this Section 2.01 each case free and clear of any Liens, other than Permitted Encumbrances whatsoever. The (the “Purchase”), in consideration of the payment by Buyer acknowledges that on of (x) $166,000,000 (the Closing Date, the sole asset of each Company shall be its respective fee simple interest in the Atlas II Land or the Atlas III Land“Base Purchase Price”), as applicable and the related Property Rights. As of the Closing Date, Seller represents and agrees that the Companies will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which Atlas II acquired the Land, those arising adjusted in the ordinary course of business pursuant to the Contracts listed in accordance with Section 3.12 of the Seller Disclosure Schedule 2C (as defined below) with respect to obligations incurred after December 31adjusted, 2005 and approved by Buyer pursuant to Section 5.07, accrued ad valorem taxes with respect to the Land for periods after December 31, 2005, and those arising under the Settlement Agreement Assignment and the Side Agreement Assignment (each as defined below) (such Liabilities being referred to as the “Closing Liabilities”). (b) The purchase price (the “Purchase Price”) and (y) subject to the provisions of Section 2A(iii), the Contingent Payment, in each case, payable in accordance with the provisions of this Agreement. As promptly as commercially reasonably practicable, and in any event within two (2) Business Days, following Buyer’s receipt of the initial Letter of Credit in accordance with Section 6V(i), Buyer shall pay to Seller an amount equal to $10,000,000 (the “Initial Payment”) as an initial payment toward the payment of the Base Purchase Price, to be retained by Seller except as otherwise set forth in this Agreement. If Buyer fails to pay such Initial Payment within such two (2) Business Day period, such failure shall constitute a material breach by Buyer under this Agreement and the Initial Payment, until paid to Seller, shall accrue interest thereon at the Prime Rate. (ii) Except as otherwise set forth in this Agreement, the amount payable at the Closing for the Interests (the “Closing Payment”) shall be an amount equal to: (a) the Base Purchase Price, minus (b) the Initial Payment, plus (c) the amount (if any) by which the Estimated Closing Net Working Capital exceeds the Targeted Net Working Capital, minus (d) the amount (if any) by which the Targeted Net Working Capital exceeds the Estimated Closing Net Working Capital, minus (e) the amount (if any) of the Estimated Closing Indebtedness, minus (f) the Remediation Cost Advances (if any). (iii) After the Closing Date, as of the first day that the Southern Mainline is placed in service as a FERC-regulated natural gas pipeline (the “In-Service Date”), if Buyer has secured binding natural gas capacity commitments for the Southern Mainline for an average term of ten (10) years, for the full capacity of Two Hundred and Fifty Thousand (250,000) dekatherm per day (“Dth/day”) of the Southern Mainline (“Full Southern Mainline Capacity”) then, if applicable, an additional payment (the “Contingent Payment”) shall be paid by Buyer to Seller for as determined by the Interests average daily demand rate at which the Full Southern Mainline Capacity is Fifty Four Million Dollars ($54,000,000.00) plus any out of pocket costs incurred by Seller or Atlas II in forming Atlas III and conveying the undivided interest contracted, calculated in the Property to Atlas III as provided in Section 2.01, including but not limited to recording costs for conveyance documents, title insurance premiums, surveying costs, documentary stamp tax and surtax andmanner set forth on Schedule 2A(iii). The Contingent Payment, if any, cost of formation of Atlas III (such out of pocket costs, the “Atlas III Costs”), payable as follows: For the Atlas II Interest, Thirty Six Million Five Hundred Seventy Nine Thousand Two Hundred Eighty and 91/100 Dollars ($36,579,280.91) plus 67.7% of the Atlas III Costs, and for the Atlas III Interest, Seventeen Million Four Hundred Twenty Thousand Seven Hundred Nineteen and 09/100 Dollars ($17,420,719.09) plus 32.3% of the Atlas III Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement. (c) The Purchase Price shall be (i) increased by an amount equal to the amount of capital contributions made to Atlas II and Atlas III (other than the transfer of the Atlas III Property) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 and (ii) decreased by any current Liabilities of Atlas II and Atlas III outstanding as of the Closing Date other than Closing Liabilities. Any excess of the preceding clause (i) over the preceding clause (ii) shall be paid by on or before the Buyer forty-fifth (45th) day after the In-Service Date. Notwithstanding any provision in this Agreement to the contrary, the Precedent Agreements entered into simultaneously with the execution of this Agreement and any excess Service Agreements for firm transportation service under the Rate Schedule FTS to be entered into under the Precedent Agreements will not be included in the calculation of the preceding clause (ii) over average daily demand rate or any other calculations relating to the preceding clause (i) shall be paid by Xx. Xxxxxx and the Seller, in each case within thirty (30) days after Closing, following a determination in good faith by the Buyer and Xx. Xxxxxx of the amount of the adjustment, as calculated from the books and records of Atlas II and Atlas IIIContingent Payment.

Purchase and Sale of the Interests. (a) On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Interests for the Purchase Price specified below in this Section 2.01 free and clear of any Encumbrances whatsoever. The Buyer acknowledges that on the Closing Date, the sole asset of each Company shall be its respective fee simple undivided interest in the Atlas II Land or the Atlas III Land, as applicable and the related Property RightsProperty. As of the Closing Date, Seller represents and agrees that the Companies will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which Atlas II acquired the Land, those arising in the ordinary course of business pursuant to the Contracts listed in Section 3.12 of the Seller Disclosure Schedule (as defined below) with respect to obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07, accrued ad valorem taxes with respect to the Land for periods after December 31, 2005, and those arising under the Settlement Agreement Assignment and the Side Agreement Assignment (each as defined below) (such Liabilities being referred to as the “Closing Liabilities”). (b) The purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Interests is Fifty Four Million Dollars ($54,000,000.00) plus any out of pocket costs incurred by Seller or Atlas II in forming Atlas III and conveying the undivided interest in the Property to Atlas III as provided in Section 2.01, including but not limited to recording costs for conveyance documents, title insurance premiums, surveying costs, documentary stamp tax and surtax and, if any, cost of formation of Atlas III (such out of pocket costs, the “Atlas III Costs”), payable as follows: For the Atlas II Interest, Thirty Six Million Five Twenty One Million, One Hundred Seventy Nine Thousand Two Twenty-Eight Thousand, Four Hundred Eighty Six and 91/100 18/100 Dollars ($36,579,280.9121,128,486.18) plus 67.739.126% of the Atlas III Costs, and for the Atlas III Interest, Seventeen Million Four Thirty Two Million, Eight Hundred Twenty Seventy-One Thousand Seven Five Hundred Nineteen Thirteen and 09/100 82/100 Dollars ($17,420,719.0932,871,513.82) plus 32.360.874% of the Atlas III Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement. (c) The Purchase Price shall be (i) increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to Atlas II and Atlas III (other than the transfer contribution of the Atlas III PropertyUndivided Interest) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 and minus (ii) decreased by any current Liabilities of Atlas II and Atlas III outstanding as of the Closing Date other than Closing Liabilities. Any excess of the preceding clause (i) over the preceding clause (ii) shall be paid by the Buyer and any excess of the preceding clause (ii) over the preceding clause (i) shall be paid by Xx. Xxxxxx and the Seller, in each case within thirty (30) days after Closing, following a determination in good faith by the Buyer and Xx. Xxxxxx of the amount of the adjustment, as calculated from the books and records of Atlas II and Atlas III.

Purchase and Sale of the Interests. (a) On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Interests for the Purchase Price specified below in this Section 2.01 free and clear of any Encumbrances whatsoever. The Buyer acknowledges that on the Closing Date, the sole asset of each Company shall be its respective fee simple undivided interest in the Atlas II Land or the Atlas III Land, as applicable and the related Property RightsProperty. As of the Closing Date, Seller represents and agrees that the Companies will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which Atlas II BN Expansion acquired the Land, those arising in the ordinary course of business pursuant to the Contracts listed in Section 3.12 of the Seller Disclosure Schedule (as defined below) ), with respect to obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07, accrued ad valorem taxes with respect to the Land for periods after December 31, 2005, and those arising under the Settlement Agreement Assignment and the Side Agreement Assignment (each as defined below) 2005 (such Liabilities being referred to as the “Closing Liabilities”). (b) The purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Interests is Fifty Four Eleven Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($54,000,000.0011,608,123.00) plus (i) all interest that accrues after December 31, 2005 on those promissory notes issued by BN Expansion to Ocean Bank to fund the acquisition of the Land (the “Ocean Bank Interest”), and (ii) any out of pocket costs incurred by Seller or Atlas II BN Expansion in forming Atlas III BN Expansion II and conveying the undivided interest in the Property to Atlas III BN Expansion II as provided in Section 2.01, including but not limited to recording costs for conveyance documents, title insurance premiums, surveying costs, documentary stamp tax and surtax and, if any, cost of formation of Atlas III BN Expansion II (such out of pocket costs, the “Atlas III BN Expansion II Costs”), payable as follows: For the Atlas II BN Expansion Interest, Thirty Six One Million Five Three Hundred Seventy Nine Thousand Two Hundred Eighty Forty Thousand, Forty Seven and 91/100 67/100 Dollars ($36,579,280.911,340,047.67) plus 67.7(i) 11.544% of the Atlas III CostsBN Expansion II Costs and (ii) 11.544% of the Ocean Bank Interest, and for the Atlas III BN Expansion II Interest, Seventeen Ten Million Four Two Hundred Twenty Thousand Seven Hundred Nineteen Sixty Eight Thousand, Seventy Five and 09/100 33/100 Dollars ($17,420,719.0910,268,075.33) plus 32.3(i) 88.456% of the Atlas III Ocean Bank Interest and (ii) 88.456% of the BN Expansion II Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement. (c) The Purchase Price shall be (i) increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to Atlas BN Expansion and BN Expansion II and Atlas III (other than the transfer contribution of the Atlas III PropertyBN Expansion II Undivided Interest) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 and minus (ii) decreased by any current Liabilities of Atlas BN Expansion and BN Expansion II and Atlas III outstanding as of the Closing Date other than Closing Liabilities. Any excess of the preceding clause (i) over the preceding clause (ii) shall be paid by the Buyer and any excess of the preceding clause (ii) over the preceding clause (i) shall be paid by Xx. Xxxxxx and the Seller, in each case within thirty (30) days after Closing, following a determination in good faith by the Buyer and Xx. Xxxxxx of the amount of the adjustment, as calculated from the books and records of Atlas II BN Expansion and Atlas IIIBN Expansion II.