Common use of Transfer and Closing Clause in Contracts

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from Transferor, the Transferred Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing:

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor Transferors shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from TransferorTransferors, the Transferred Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 30,000,000 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing:

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from Transferor, the Transferred Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 72,000,000.00 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing:

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor Transferors shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from TransferorTransferors, the Transferred Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 30,000,000 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing: (i) Issuance of NGL Units by NGL to Transferors. NGL shall issue, convey, assign, transfer and deliver to each Transferor, free and clear of any Encumbrances (other than restrictions under applicable securities Laws), such Transferor’s Pro Rata Portion of an aggregate number of common units representing limited partnership interests in NGL (as further described in the NGL LP Agreement) equal to (x) the Estimated Aggregate Consideration minus the Transferor Escrow Amount divided by (y) $29.249 (collectively, the “NGL Units”); provided, however, in the event Estimated Aggregate Consideration exceeds the Aggregate Consideration hereunder, such aggregate excess amount shall be paid to Transferors in cash by HSE and, solely for purposes of the foregoing calculation of the number of NGL Units to be issued, “Estimated Aggregate Consideration” shall be deemed to be an amount equal to the Aggregate Consideration; provided, further, OWL’s allocable amount of NGL Units shall be issued in the names of the OWL Partners in accordance with the allocable percentages set forth in a written notice from Representative to HSE within three (3) days before the Closing Date (the “Distribution Notice”); provided, further, that OWL is directing NGL to transfer the NGL Units directly to the OWL Partners for the convenience of OWL, OWL GP and the OWL Partners, and for federal income Tax purposes, OWL and the NGL Group Entities shall treat such transfer as if (i) NGL transferred such NGL Units to OWL, (ii) OWL distributed such NGL Units to OWL GP and the limited partners of OWL, (iii) OWL GP distributed the NGL Units received from OWL to the members of OWL GP and (iv) the Xxxxxx XX distributed the NGL Units received from OWL GP to the partners of the Xxxxxx XX (the members and partners referenced in clauses (iii) and (iv), the “Further Distributees”).

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from Transferor, the Transferred Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 72,000,000.00 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing: (i) Cash Consideration. HSE shall pay to Transferor an aggregate amount in cash equal to: (x) the Estimated Aggregate Consideration minus (y) the Transferor Escrow Amount (the “Estimated Cash Consideration”).

Transfer and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VI, the closing (the “Closing”) of the transactions contemplated by this Agreement shall be held at the offices of Winston & Xxxxxx, LLP, 00 X. Xxxxxx Drive, Chicago, Illinois 60601 on the second Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI (other than the conditions that would normally be satisfied on the Closing Date) commencing at 9:00 a.m., Chicago time, or such other place, date and time as may be mutually agreed upon in writing by Representative and HSE. The “Closing Date,” as referred to herein, shall mean the date of the Closing. (a) Subject to the terms and conditions of this Agreement, at the Closing, Transferor (1) OWL shall assign, convey, transfer and deliver to HSE, and HSE shall acquire, accept and receive from TransferorOWL, the Transferred OWL Interests, and (2) OWL Lotus shall assign, convey, transfer and deliver to HST, and HST shall acquire, accept and receive from OWL Lotus, the Transferred Lotus Interests, in each case free and clear of all Encumbrances of any kind (other than restrictions under applicable securities Laws), in exchange for aggregate consideration equal to (i) $84,000,000.00 24,000,000 (the “Aggregate Consideration”) (as adjusted pursuant to Section 2.2), minus (ii) the Estimated Closing Indebtedness Pay-Off Amount, minus (iii) the Estimated Unpaid Transaction Costs Amount, plus (iv) the Estimated Closing Cash Amount (collectively, the “Estimated Aggregate Consideration”) which shall be paid as follows at the Closing: