Common use of Closing and Closing Deliveries Clause in Contracts

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; and (vi) 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. (a) The closing 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 SLNGSNG; (iv) A counterpart of the amendment to, and restatement of, to the Existing ▇▇▇▇ Express LLC SNG Partnership Agreement, duly executed by each Contributing Party that is a party thereto; (v) A counterpart Certificate of Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso (as the parent of EP SNG which is an entity disregarded from El Paso for federal tax purposes) is not a foreign person within the meaning of Section 1445 of the amendment to, Code 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 SLNGTreasury Regulations thereunder; and (viivi) 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, to the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each SNG 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; and (viv) 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. (a) The closing of the contribution of the Subject Interest transactions contemplated hereby pursuant to this Agreement and the Contribution Conveyance Agreement (the “Closing”) will be held at the offices of El Paso CorporationSemGroup, ▇▇61▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ on ▇▇▇▇▇ ▇n or before the second (2nd) Business Day following the satisfaction or waiver of the conditions to Closing set forth in Article 6VI, commencing at 9:00 a.m., HoustonTulsa, Texas Oklahoma 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 counterparts of the Contribution AgreementConveyance Agreements, duly executed by each Contributing Party that is a party thereto; (ii) The the Contributing Parties Closing Certificate, duly executed by, or on behalf of, each of the Contributing Parties; (iii) A a certificate of good standing of recent date of each of GMH, GMP LLC and Wattenberg Holding, as certified by the ▇▇▇▇ Express Entities Secretary of State of the State of Oklahoma and SLNGthe Secretary of State of the State of Delaware, as applicable; (iv) A counterpart a properly executed certificate of SemGroup that (x) RRMH, SD 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 amendment to, and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Contributing Party that is a party thereto;Code; and (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 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 counterparts of the Contribution AgreementConveyance Agreements, duly executed by each Partnership PartyParty that is a party thereto; (ii) The the Aggregate Consideration as provided in Section 2.2(a)2.2; (iii) The the Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties;; and (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; and (vi) Such 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. (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 the Contributing Party that is a party theretoParties; (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 Entities, SLNG and SLNGSNG; (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 amendment to the Existing SNG Partnership Agreement, duly executed by each Contributing Party that is a party thereto; (vii) A Certificate of Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso is not a foreign person within the meaning of Section 1445 of the Code and SLNGthe Treasury Regulations thereunder; and (viiviii) 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)) as may be adjusted by Section 2.4; (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; (vi) A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; and (vivii) 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. (a) The closing 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 CorporationPaso, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 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 the Contributing Party that is a party theretoParties; (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 CIG and the ▇▇▇▇ Express Entities and SLNGCheyenne Entities; (iv) A counterpart Certificate of Non-Foreign Status substantially in the form of Exhibit B certifying that each applicable Contributing Party is not a foreign person within the meaning of Section 1445 of the amendment to, Code and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Contributing Party that is a party theretoTreasury Regulations thereunder; (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 SLNGCheyenne Plains Investment; (vi) A counterpart of the Debt Indemnification Agreement, duly executed by each Contributing Party that is a party thereto; 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)) as may be adjusted by Section 2.4; (iii) The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties; (iv) A counterpart An amendment to and restatement of the amendment to, and restatement of, the Existing ▇▇▇▇ Express Cheyenne Plains Investment LLC Agreement, duly executed by each Partnership Party that is a party thereto; (v) An amendment to and restatement of the Existing CIG LLC Agreement, duly executed by each Partnership Party that is a party thereto; (vi) A counterpart of the amendment to, and restatement of, the Existing SLNG LLC Debt Indemnification Agreement, duly executed by each Partnership Party that is a party thereto; and (vivii) 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. (a) The closing 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, ▇1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 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.. Table of Contents (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 the Contributing Party that is a party theretoParties; (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 CIG and SLNGSNG; (iv) A counterpart of the amendment to, and restatement of, to the Existing ▇▇▇▇ Express LLC SNG Partnership Agreement, duly executed by each Contributing Partnership Party that is a party thereto; (v) A counterpart of the amendment to, and restatement of, to the Existing SLNG LLC CIG Partnership Agreement, duly executed by each Contributing Party that is a party thereto; (vi) A counterpart Certificate of Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso is not a foreign person within the meaning of Section 1445 of the Cancellation Agreement, duly executed by El Paso Code and SLNGthe Treasury Regulations thereunder; 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)) as may be adjusted by Section 2.4; (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, to the Existing ▇▇▇▇ Express LLC SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto;; Table of Contents (v) A counterpart of the amendment to, and restatement of, to the Existing SLNG LLC CIG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; and (vi) 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. (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 SLNGCIG; (iv) A counterpart of the second amendment to, and restatement of, to the Existing ▇▇▇▇ Express LLC CIG Partnership 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 SLNGCIG; (vi) The Demand Note, duly executed by El Paso and CIG; 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; and (vi) 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. (a) The closing 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, ▇1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 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.. Table of Contents (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 the Contributing Party that is a party theretoParties; (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 SLNGSNG; (iv) A counterpart of the amendment to, and restatement of, to the Existing ▇▇▇▇ Express LLC SNG Partnership Agreement, duly executed by each Contributing Party that is a party thereto; (v) A counterpart Certificate of Non-Foreign Status substantially in the form of Exhibit B certifying that El Paso (as the parent of EP SNG which is an entity disregarded from El Paso for federal tax purposes) is not a foreign person within the meaning of Section 1445 of the amendment to, Code 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 SLNGTreasury Regulations thereunder; and (viivi) 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)) as may be adjusted by Section 2.4; (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, to the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each SNG 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; and (viv) 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.. Table of Contents