Closing and Closing Deliveries Sample Clauses

Closing and Closing Deliveries. 24 8.1 Closing........................................................................................24 8.2

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...

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 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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. 27 8.1 Closing .............................................. 27 (a) Closing Date ................................... 27 (b)

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 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.

Closing and Closing Deliveries. 31 8.1. Closing Date and Place. ......................................................31 8.2. Deliveries by the Seller. ....................................................31 8.3. Deliveries by the Purchaser. .................................................32

Closing and Closing Deliveries. 36 8.1 Closing....................................................................................... 36 8.2 Deliveries by Sellers......................................................................... 37