Common use of Closing and Closing Deliveries Clause in Contracts

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 ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

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 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 ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution purchase and sale of the Contributed Subject Interest pursuant to this Agreement and the CCA Contribution Agreement will be held at the offices of The W▇▇▇▇▇▇▇ Companies, Inc., O▇▇, On▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tulsa, OK Oklahoma 74172 on the later of February 28, 2014 or before the third Business Day business day following satisfaction or waiver of the conditions to closing set forth in ARTICLE Article 6, commencing at 10:00 a.m., Tulsa Tulsa, Oklahoma time, or such other place, date and time as may be mutually agreed upon by the parties heretoParties. The “Closing Date,” as referred to herein, shall mean the date of the Closing. The Closing shall be deemed to be effective as of 12:01 a.m., Tulsa, Oklahoma time, on the first day of the calendar month in which the Closing Date occurs (the “Effective Time”). (b) At the Closing, the Contributing Seller Parties shall deliver, or cause to be delivered, to the Partnership Buyer Parties the following: (i) A counterpart of each of the Pre-Contribution AgreementsAgreement, duly executed by ▇▇▇▇▇▇▇▇ or Affiliates of ▇▇▇▇▇▇▇▇ (as applicable) and WECUeach Seller Party; (ii) A counterpart of the CCA AgreementThe Seller Parties’ Closing Certificate (as defined herein), duly executed by by, or on behalf of, each of the Contributing Seller Parties, as applicable; (iii) A counterpart of the Partnership Amended and Restated Limited Liability Company Agreement Amendmentof Wamsutter LLC, substantially in the form of Exhibit B hereto (the “New LLC Agreement”), duly executed by the General PartnerWFS Company; (iv) One Certificates evidencing the Subject Interest, endorsed in blank, or more instruction letters accompanied by stock powers 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 WOLblank duly executed by WFS Company; (v) A long-form certificate of good standing of recent date of each of the Contributing Parties and each Contributed EntityWamsutter LLC; (vi) Foreign qualification certificates of recent date of each Contributed Entity for each The Assignment Agreement; (vii) The audited version of the jurisdictions listed opposite its name unaudited financials referred to in Disclosure Schedule 2.3(b)Section 3.5(a) hereof; and (viiviii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Buyer 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 ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution of the Contributed Interest Interests pursuant to this Agreement and the CCA Agreement will be held at the offices of ▇▇▇▇▇▇, ▇▇, On▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Tulsa▇▇▇ ▇▇▇▇, OK 74172 ▇▇▇ ▇▇▇▇ on the later of February 28, 2014 or before the third Business Day business day following satisfaction or waiver of the conditions to closing set forth in ARTICLE Article 6, commencing at 10:00 a.m., Tulsa New York 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 least one (1) business day prior to the Closing Date, the Partnership Parties, acting through the Conflicts Committee, shall deliver to the Contributing Parties a statement setting forth a good faith estimate as of the Closing Date of each component of the Expenses (the aggregate amount of such estimates, the “Estimated Expenses”). (c) 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 AgreementsAncillary Agreement, 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; (iiiii) A counterpart of the Partnership Agreement Amendment, duly executed by the General Partner; (iviii) One or more instruction letters in respect of the Contributed Interest Interests directing WECU PARENTCO the applicable Contributed Company to reflect transfer such Contributed Interests to the transfers of (A) Partnership on the books of such Contributed Equity Interest 99.99% to WOL and 0.01% WOFP and (B) the Contributed Debt Interest 100% to WOLCompany; (viv) A long-form certificate of good standing of recent date of each of the Contributing Parties and each the Contributed EntityEntities; (viv) Foreign qualification certificates of recent date of each of the Contributed Entity Entities for each of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b2.3(c); and (viivi) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days business days prior to the Closing Date to carry out the intent and purposes of this Agreement. (cd) 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 each Ancillary Agreement, duly executed by each Partnership Party, as applicable; (ii) The Cash Consideration as provided in Section 2.2(a2.2(b); (iii) An Certificates representing an aggregate of 25,577,521 203,000,000 Class D C Units issued in the Private Equity Placement in book entry form for the account of WGPnames and in accordance with the percentages set forth on Exhibit E, and bearing the appropriate restricted legends required by the Partnership Agreement and Applicable Law; (iv) The Certificates representing the Additional General Partner Units issued in book entry formUnits; (v) The capital account of the General Partner shall be increased by the amount of the Additional GP Interest;; and (vi) Guaranties from the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days business days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution of the Contributed Interest Interests pursuant to this Agreement and the CCA Agreement will be held at the offices of The ▇▇▇▇▇▇▇▇ Companies, Inc., ▇, On▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tulsa, OK 74172 on the later of February 28, 2014 or before the third Business Day business day following satisfaction or waiver of the conditions to closing set forth in ARTICLE 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. The Closing shall be deemed to be effective as of 12:01 am, Tulsa, Oklahoma time, on the first day of the calendar month in which the Closing Date occurs (the “Effective Date”). (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 Ancillary Agreement, duly executed by the Contributing Parties, as applicable; (iiiii) A counterpart fully executed copy of the Partnership Agreement Amendment, duly executed by the General PartnerAssignment and Assumption Agreement; (iviii) One or more instruction letters in respect of the Membership Interests directing the Contributed Interest directing WECU PARENTCO Company to reflect the transfers of (A) transfer of such Membership Interests to the Partnership on the books of such Contributed Equity Interest 99.99% to WOL and 0.01% WOFP and (B) the Contributed Debt Interest 100% to WOLCompany; (viv) A long-form certificate of good standing of recent date of each of the Contributing Parties and each the Contributed EntityCompany; (viv) Foreign qualification certificates of recent date of each the Contributed Entity Company for each of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b); and (viivi) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days 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 each Ancillary 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 1,849,138 non-certificated Common Units issued in the Private Equity Placement in book entry form for the account of WGPaccount(s) specified in advance by the Contributing Parties; (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;; and (vi) Guaranties from the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant to the provisions of Section 5.3; (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days business days prior to the Closing Date to carry out the intent and purposes of this Agreement; and (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution of the Contributed Subject Interest pursuant to this Agreement and the CCA Contribution Agreement will be held at the offices of El Paso Corporation, ▇▇▇▇ ▇▇▇▇▇, On▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tulsa▇▇▇▇ ▇▇▇▇▇, OK 74172 ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on or before the later of February 28, 2014 or the third second Business Day following satisfaction or waiver of the conditions to closing Closing set forth in ARTICLE Article 6, commencing at 10:00 9:00 a.m., Tulsa Houston, Texas time, or such other place, date and time as may be mutually agreed upon by the parties heretoParties; provided, however, that the Closing shall not occur prior to the earlier of October 3, 2008 or the date on which the Partnership closes the Partnership Financing Transactions. 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 AgreementsAgreement, duly executed by ▇▇▇▇▇▇▇▇ or Affiliates of ▇▇▇▇▇▇▇▇ (as applicable) and WECUeach Contributing Party that is a party thereto; (ii) A counterpart of the CCA AgreementThe Contributing Parties Closing Certificate, duly executed by by, or on behalf of, each of 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 CIG and each Contributed EntitySNG; (viiv) Foreign qualification certificates of recent date of each Contributed Entity for each A counterpart of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b)first amendment to the Existing CIG Partnership Agreement and the first amendment to the Existing SNG Partnership Agreement, duly executed by each Contributing Party that is a party thereto; and (viiv) 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 Contribution Agreement, duly executed by each Partnership Party, as applicable; (ii) Each Promissory Note, if any, duly executed by the Borrower thereunder; (iii) The Cash Consideration as provided in Section 2.2(a2.2(c); (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 Unit Consideration, consisting of one or more certificates representing Common Units issued or evidence of electronic book-entry registration of Common Units in book entry formthe name(s) specified in writing by or on behalf of the Contributing Parties, as provided in Section 2.2(e); (v) The capital account Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the General Partner shall be increased by the amount of the Additional GP InterestPartnership Parties; (vi) Guaranties from A counterpart of the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant first amendment to the provisions of Section 5.3;Existing CIG Partnership Agreement and the first amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; and (vii) Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this Agreement; and. (viiid) A certificate of good standing of recent date At the Closing, the General Partner shall contribute to the Partnership the GP Cash Contribution, the capital account of the PartnershipGeneral Partner shall be increased by the amount of the GP Cash Contribution and the Additional General Partner Units shall be issued by the Partnership to the General Partner.