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 undivided interest in the Property. 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 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 (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 Eleven Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($11,608,123.00) 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 BN Expansion in forming BN Expansion II and conveying the undivided interest in the Property to 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 BN Expansion II (such out of pocket costs, the “BN Expansion II Costs”), payable as follows: For the BN Expansion Interest, One Million Three Hundred Forty Thousand, Forty Seven and 67/100 Dollars ($1,340,047.67) plus (i) 11.544% of the BN Expansion II Costs and (ii) 11.544% of the Ocean Bank Interest, and for the BN Expansion II Interest, Ten Million Two Hundred Sixty Eight Thousand, Seventy Five and 33/100 Dollars $10,268,075.33) plus (i) 88.456% of the 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 increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to BN Expansion and BN Expansion II (other than the contribution of the BN Expansion II Undivided Interest) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 minus (ii) any current Liabilities of BN Expansion and BN Expansion II 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 BN Expansion and BN Expansion II.

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 undivided interest in the Property. 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 BN Expansion 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 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 Eleven Fifty Four Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($11,608,123.0054,000,000.00) 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 BN Expansion Atlas II in forming BN Expansion II Atlas III and conveying the undivided interest in the Property to BN Expansion II 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 BN Expansion II Atlas III (such out of pocket costs, the “BN Expansion II Atlas III Costs”), payable as follows: For the BN Expansion Atlas II Interest, Twenty One Million Three Million, One Hundred Forty Twenty-Eight Thousand, Forty Seven Four Hundred Eighty Six and 67/100 18/100 Dollars ($1,340,047.6721,128,486.18) plus (i) 11.54439.126% of the BN Expansion II Costs and (ii) 11.544% of the Ocean Bank InterestAtlas III Costs, and for the BN Expansion II Atlas III Interest, Ten Million Thirty Two Million, Eight Hundred Sixty Eight Thousand, Seventy Seventy-One Thousand Five Hundred Thirteen and 33/100 82/100 Dollars $10,268,075.3332,871,513.82) plus (i) 88.45660.874% of the Ocean Bank Interest and (ii) 88.456% of the BN Expansion II Atlas III Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement. (c) The Purchase Price shall be increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to BN Expansion Atlas II and BN Expansion II Atlas III (other than the contribution of the BN Expansion II Atlas III Undivided Interest) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 minus (ii) any current Liabilities of BN Expansion Atlas II and BN Expansion II 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 BN Expansion Atlas II and BN Expansion IIAtlas 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 Buyer acknowledges that on (the Closing Date“Purchase”), the sole asset of each Company shall be its respective undivided interest in the Property. As consideration of the Closing Datepayment by Buyer of (x) $166,000,000 (the “Base Purchase Price”), 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 BN Expansion acquired the Land, those arising as 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)adjusted, 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 (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 Eleven Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($11,608,123.00) plus (i) all interest that accrues after December 31contracted, 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 BN Expansion in forming BN Expansion II and conveying the undivided interest calculated in the Property to 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 andmanner set forth on Schedule 2A(iii). The Contingent Payment, if any, cost of formation of BN Expansion II (such out of pocket costs, the “BN Expansion II Costs”), payable as follows: For the BN Expansion Interest, One Million Three Hundred Forty Thousand, Forty Seven and 67/100 Dollars ($1,340,047.67) plus (i) 11.544% of the BN Expansion II Costs and (ii) 11.544% of the Ocean Bank Interest, and for the BN Expansion II Interest, Ten Million Two Hundred Sixty Eight Thousand, Seventy Five and 33/100 Dollars $10,268,075.33) plus (i) 88.456% of the 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 increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to BN Expansion and BN Expansion II (other than the contribution of the BN Expansion II Undivided Interest) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 minus (ii) any current Liabilities of BN Expansion and BN Expansion II 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 BN Expansion and BN Expansion IIContingent 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 undivided fee simple interest in the PropertyAtlas 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 BN Expansion 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 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 Eleven Fifty Four Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($11,608,123.0054,000,000.00) 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 BN Expansion Atlas II in forming BN Expansion II Atlas III and conveying the undivided interest in the Property to BN Expansion II 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 BN Expansion II Atlas III (such out of pocket costs, the “BN Expansion II Atlas III Costs”), payable as follows: For the BN Expansion Atlas II Interest, One Thirty Six Million Three Five Hundred Forty Thousand, Forty Seven Seventy Nine Thousand Two Hundred Eighty and 67/100 91/100 Dollars ($1,340,047.6736,579,280.91) plus (i) 11.54467.7% of the BN Expansion II Costs and (ii) 11.544% of the Ocean Bank InterestAtlas III Costs, and for the BN Expansion II Atlas III Interest, Ten Seventeen Million Two Four Hundred Sixty Eight Thousand, Seventy Five Twenty Thousand Seven Hundred Nineteen and 33/100 09/100 Dollars ($10,268,075.3317,420,719.09) plus (i) 88.45632.3% of the Ocean Bank Interest and (ii) 88.456% of the BN Expansion II 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 BN Expansion Atlas II and BN Expansion II Atlas III (other than the contribution transfer of the BN Expansion II Undivided InterestAtlas III Property) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 minus and (ii) decreased by any current Liabilities of BN Expansion Atlas II and BN Expansion II 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 BN Expansion Atlas II and BN Expansion IIAtlas III.