Closing and Closing Deliveries Sample Clauses
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Closing and Closing Deliveries. (a) The closing of the transactions contemplated hereby pursuant to this Agreement and the Conveyance Agreement (the “Closing”) will be held at the offices of SemGroup, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the date hereof, commencing at 9:00 a.m., Tulsa, Oklahoma time, 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, the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following:
(i) a counterpart of the Conveyance Agreement, duly executed by each Contributing Party that is a party thereto;
(ii) the Contributing Parties Closing Certificate, duly executed by, or on behalf of, each of the Contributing Parties;
(iii) a certificate of good standing of recent date of each of SemCrude Pipeline and White Cliffs Pipeline, in each case, as certified by the Secretary of State of the State of Delaware;
(iv) a properly executed certificate of SemGroup that (x) RRMH and the General Partner are disregarded entities for federal income tax purposes and are wholly owned by SemGroup and (y) pursuant to Treasury Regulations Section 1.1445-2(b)(2), SemGroup is not a “foreign person” within the meaning of Section 1445 of the Code; and
(v) 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 the Contributing Parties the following:
(i) a counterpart of the Conveyance Agreement, duly executed by each Partnership Party that is a party thereto;
(ii) the Aggregate Consideration as provided in Section 2.2;
(iii) the Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; and
(iv) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.
Closing and Closing Deliveries. 24 8.1 Closing........................................................................................24 8.2
Closing and Closing Deliveries. (a) The closing of the Transaction (the “Closing”) will take place at 10:00 a.m., Denver, Colorado time, on the date hereof. The date on which the Closing occurs is referred to as the “Closing Date.” Except as otherwise provided herein, all actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed.
(b) Subject to the delivery of the items set forth in Section 1.6(c), at the Closing, Buyer shall execute and/or deliver to the Company all of the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel:
(i) the Closing Cash Purchase Price, by wire transfer of immediately available funds, pursuant to Section 1.4; and
(ii) a copy of the stock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, as evidence of such issuance, with the original to be help in escrow by Parent until the first anniversary of the Closing Date.
(c) Subject to the delivery of the items set forth in Section 1.5(b), at the Closing, the Shareholders and/or the Company shall execute and/or deliver to Buyer (or such other Person as indicated below) all of the following, which shall be in form and substance reasonably satisfactory to Buyer and Buyer’s counsel:
(i) copies of certificates of existence or good standing of the Company on or soon before the Closing Date from the Secretary of State of the State of Massachusetts and from each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates);
(ii) a certificate from the Secretary of the Company, in a form reasonably satisfactory to Buyer, certifying (A) the names of the officers of the Company authorized to sign the Transaction Documents to which it is a party, together with the true signatures of such officers; and (B) copies of consent actions or certified resolutions taken by the board of directors authorizing the appropriate officers of the Company to execute and deliver the Transaction Documents to which the Company is a party and to consummate the Transaction;
(iii) copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the making or obtaining of all governmental filings, authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by Buyer...
Closing and Closing Deliveries. 25 8.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 8.2
Closing and Closing Deliveries. 28 9.1 Closing...............................................................................28 (a) Closing Date.................................................................28 (b)
Closing and Closing Deliveries. (a) The closing of the contribution of the Subject Interest pursuant to this Agreement and the Contribution Agreement will be held at the offices of El Paso Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on or before the second Business Day following satisfaction or waiver of the conditions to Closing set forth in Article 6, commencing at 9:00 a.m., Houston, Texas time, or such other place, date and time as may be mutually agreed upon by the Parties; provided, however, that the Closing shall not occur prior to the date on which the Partnership closes the Partnership Debt Offering. The “Closing Date,” as referred to herein, shall mean the date of the Closing.
(b) At the Closing, the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following:
(i) A counterpart of the Contribution Agreement, duly executed by each Contributing Party that is a party thereto;
(ii) The Contributing Parties Closing Certificate, duly executed by, or on behalf of, each of the Contributing Parties;
(iii) A certificate of good standing of recent date of each of the ▇▇▇▇ Express Entities and SLNG;
(iv) A counterpart of the amendment to, and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Contributing Party that is a party thereto;
(v) A counterpart of the amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by each Contributing Party that is a party thereto;
(vi) A counterpart of the Cancellation Agreement, duly executed by El Paso and SLNG; and
(vii) 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 the Contributing Parties the following:
(i) A counterpart of the Contribution Agreement, duly executed by each Partnership Party;
(ii) The Aggregate Consideration as provided in Section 2.2(a);
(iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties;
(iv) A counterpart of the amendment to, and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Partnership Party that is a party thereto;
(v) A counterpart of the amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by each Partnership Party that is a party thereto; ...
Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution of the Contributed Interest pursuant to this Agreement and the CCA Agreement will be held at the offices of ▇▇▇▇▇▇▇▇, On▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tulsa, OK 74172 on the later of February 28, 2014 or the third Business Day following satisfaction or waiver of the conditions to closing set forth in ARTICLE 6, commencing at 10:00 a.m., Tulsa time, or such other place, date and time as may be mutually agreed upon by the parties hereto. The “Closing Date,” as referred to herein, shall mean the date of the Closing.
(b) At the Closing, the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following:
(i) A counterpart of each of the Pre-Contribution Agreements, duly executed by ▇▇▇▇▇▇▇▇ or Affiliates of ▇▇▇▇▇▇▇▇ (as applicable) and WECU;
(ii) A counterpart of the CCA Agreement, duly executed by the Contributing Parties, as applicable;
(iii) A counterpart of the Partnership Agreement Amendment, duly executed by the General Partner;
(iv) One or more instruction letters in respect of the Contributed Interest directing WECU PARENTCO to reflect the transfers of
(A) the Contributed Equity Interest 99.99% to WOL and 0.01% WOFP and (B) the Contributed Debt Interest 100% to WOL;
(v) A certificate of good standing of recent date of each of the Contributing Parties and each Contributed Entity;
(vi) Foreign qualification certificates of recent date of each Contributed Entity for each of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and
(vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days 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 the Contributing Parties the following, or shall take the following actions:
(i) A counterpart of the CCA Agreement, duly executed by each Partnership Party, as applicable;
(ii) The Cash Consideration as provided in Section 2.2(a);
(iii) An aggregate of 25,577,521 Class D Units issued in the Private Equity Placement in book entry form for the account of WGP;
(iv) The Additional General Partner Units issued in book entry form;
(v) The capital account of the General Partner shall be increased by the amount of the Additional GP Interest;
(vi) Guaranties from the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇...
Closing and Closing Deliveries. 36 8.1 Closing....................................................................................... 36 8.2 Deliveries by Sellers......................................................................... 37
Closing and Closing Deliveries. 1Closing; Time and Place23
Closing and Closing Deliveries. The closing of the Exchange Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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...