Closing and Closing Deliveries. 32 7.1. Closing .......................................................32 7.2. Like-Kind Exchange ............................................32 7.3.
Closing and Closing Deliveries. (a) The closing of the transactions contemplated pursuant to this Agreement and the Assignment and Contribution Agreement (the “Closing”) will be held at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 a.m. local time on (i) July 1, 2014 or (ii) if all conditions in Article VI to be satisfied prior to Closing have not yet been waived or satisfied, the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VI (other than any such condition that by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived (the “Closing Date”).
(b) At the Closing, QEPFS shall deliver, or cause to be delivered, to the Partnership Parties the following:
(i) a counterpart of the Assignment and Contribution Agreement, duly executed by QEPFS as a party thereto;
(ii) a certificate, dated as of the Closing Date and signed by an authorized officer on behalf of QEPFS, confirming the matters set forth in Section 6.1(a) and Section 6.1(b);
(iii) a certificate of good standing of recent date of the Company, as certified by the Secretary of State of the State of Delaware;
(iv) a counterpart of the A&R LLC Agreement, duly executed by QEPFS as a party thereto;
(v) a properly executed certificate of QEPFS that (a) the Company is a disregarded entity for U.S. federal income tax purposes and is wholly owned by QEPFS and (b) pursuant to Treasury Regulations Section 1.1445-2(b)(2), QEPFS is not a “foreign person” within the meaning of Section 1445 of the Code;
(vi) executed copies of the Initial Conveyance Documents;
(vii) an executed copy of the Indemnification Agreement;
(viii) an executed copy of that certain Natural Gas Liquids Services Agreement between the Company and QEPFS;
(ix) an executed copy of that certain Base Contract for Sale and Purchase of Natural Gas between the Company and QEPFS, including the special provisions thereto; and
(x) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to QEPFS the following:
(i) a counterpart of the Assignment and Contribution Agreement, duly executed by each Partnership Party that is a party thereto;
(ii) the Consideration as provided in Section 2.2;
(iii) a certi...
Closing and Closing Deliveries. 25 8.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 8.2
Closing and Closing Deliveries. 27 8.1 Closing.......................................................27 8.1.1 Closing Date..........................................27 8.1.2
Closing and Closing Deliveries. 39 9.1 Closing ................................................................................................. 39 9.2 Deliveries by the Seller and the Shareholder ............................................................ 40 9.3 Deliveries by the Purchaser ............................................................................. 41
Closing and Closing Deliveries. The closing of the Exchange Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., local time, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties hereto. At the Closing:
(a) the Company shall:
(i) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Second Lien Notes representing the aggregate principal amount of Second Lien Notes issuable to such Noteholder as determined pursuant to Section 1;
(ii) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Common Stock representing the aggregate number of Shares issuable to such Noteholder as determined pursuant to Section 1;
(iii) pay to each Noteholder, by wire transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5) Business Days prior to the Closing, the Cash Payment payable to such Noteholder as determined pursuant to Section 1;
(iv) deliver to the Noteholders a counterpart of the registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit D duly executed by the Company;
(v) deliver to TRT a counterpart of the TRT Governance Agreement duly executed by the Company; and
(vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation:
(A) customary closing and security documentation, including but not limited to: (I) executed copies of each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA...
Closing and Closing Deliveries. 1Closing; Time and Place23
Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement (the “Closing”) will be held at the offices of MEP, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 on or before 9:00 a.m., Houston, Texas time, July 1st, 2014, or such other place, date and time as may be mutually agreed upon by the Parties. The “Closing Date,” as referred to herein, shall mean the date of the Closing.
(b) At the Closing, EEP shall deliver, or cause to be delivered, to MEP the following:
(i) an officer’s certificate certifying EEP’s satisfaction of its conditions required by Section 5.1; and
(ii) such other certificates, instruments of conveyance and documents, if any, as may be reasonably requested by MEP prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, MEP shall deliver, or cause to be delivered, to EEP the following:
(i) an officer’s certificate certifying MEP’s satisfaction of its conditions required by Section 5.2;
(ii) the Consideration as provided in Section 1.2; and
(iii) such other certificates, instruments of conveyance and documents, if any, as may be reasonably requested by EEP prior to the Closing Date to carry out the intent and purposes of this Agreement.
Closing and Closing Deliveries. 17 8.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 (a) Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 (b)
Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution of the Contributed Interests pursuant to this Agreement shall be held at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP on the Closing Date, commencing at [•] a.m., Houston, Texas time.
(b) At the Closing, SEP I shall deliver, or cause to be delivered, to the Company the following:
(i) a counterpart of each Ancillary Agreement, duly executed by SEP I or SOG, as applicable;
(ii) one or more assignment and instruction letters in respect of the Contributed Interests assigning the Contributed Interests to the Company and directing SEP III to reflect the transfer of such Contributed Interests to the Company on the books of SEP III;
(iii) A long-form certificate of good standing of recent date of each of SEP I and SEP III;
(iv) Foreign qualification certificates of recent date of SEP III for each jurisdiction in which it is licensed or qualified to do business; and
(v) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.
(c) At the Closing, the Company shall deliver, or cause to be delivered, to SEP I the following:
(i) a counterpart of each Ancillary Agreement, duly executed by the Company and SEP III (in the case of the License Agreement);
(ii) the Cash Consideration as provided in Section 2.2(a)(i); and
(iii) an aggregate of [•] certificated or, at the Company’s election, non-certificated shares of Common Stock in book-entry form for the account(s) specified by SEP I issued pursuant hereto.
