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 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 Subject Interest pursuant to this Agreement and the CCA Contribution Agreement will be held at the offices of ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇▇, Tulsa▇▇▇▇▇ 4200, OK 74172 Houston, Texas 77002 on the later of February 28, 2014 or before the third Business Day 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. 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., Houston, Texas time, on the Closing Date (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 certificate evidencing the Partnership Agreement AmendmentSubject Interest, endorsed in blank, or accompanied by stock powers in blank duly executed by the General PartnerWFS Company; (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)Four Corners LLC; and (viiv) 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 Buyer Parties shall deliver, or cause to be delivered, to the Contributing Seller Parties the following, or shall take the following actions: (i) A counterpart of the CCA Contribution Agreement, duly executed by each Partnership Buyer Party, as applicable; (ii) The Cash Consideration as provided in Section 2.2(a2.2(b); (iii) An aggregate The Equity Consideration, consisting of 25,577,521 one or more certificates representing Class D B Units issued in the Private Equity Placement name(s) specified in book entry form for writing by the account of WGPGeneral Partner, as provided in Section 2.2(c); (iv) The Additional General Partner Units issued in book entry formBuyer Parties’ Closing Certificate (as defined herein), duly executed by, or on behalf of, each of the Buyer Parties; (v) The capital account of the General Partner shall be increased by the amount of the Additional GP Interest;Interest and the Additional General Partner Units shall be issued by the Partnership to the General Partner; 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 Seller 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 The ▇▇▇▇▇▇▇▇▇ Companies, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 transfer of (A) 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 Interest Interests pursuant to this Agreement and the CCA Agreement will be held at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 Partnership on the books of (A) the 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 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▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 of the Transaction (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 take place at 10:00 a.m., Tulsa Denver, Colorado time, or such other place, on the date and time as may be mutually agreed upon by the parties heretohereof. The date on which the Closing occurs is referred to as the “Closing Date,.” Except as referred to otherwise provided herein, all actions taken at the Closing shall mean be deemed to have been taken simultaneously at the date time the last of the Closingany such actions is taken or completed. (b) At Subject to the delivery of the items set forth in Section 1.6(c), at the Closing, the Contributing Parties Buyer shall deliver, or cause to be delivered, execute and/or deliver to the Partnership Parties Company all of the following, which shall be in form and substance reasonably satisfactory to the Company and the Company’s counsel: (i) A counterpart the Closing Cash Purchase Price, by wire transfer of each immediately available funds, pursuant to Section 1.4; and (ii) a copy of the Pre-Contribution Agreementsstock certificate representing the Buyer Stock to be issued to the Company on the Closing Date pursuant to Section 1.4, duly executed 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 Affiliates 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: (as applicablei) 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 WECUfrom each jurisdiction in which the Company is qualified to do business (together with Tax clearance certificates); (ii) A counterpart a certificate from the Secretary of the CCA AgreementCompany, duly executed 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 Contributing Parties, as applicableboard 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) A counterpart copies of all consents and authority necessary or appropriate to consummate the Transaction, (B) evidence of the Partnership Agreement Amendmentmaking or obtaining of all governmental filings, duly executed authorizations and approvals, and (C) estoppel certificates or consents from third parties to leases, contracts and agreements of the Company reasonably requested by the General PartnerBuyer and in form reasonably satisfactory to Buyer; (iv) One or more instruction letters a duly executed ▇▇▇▇ of sale, assignment and assumption agreement, in respect of form and substance reasonably satisfactory to Buyer, transferring the Contributed Interest directing WECU PARENTCO Acquired Assets, including the Assumed Contracts, 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 WOLBuyer; (v) A certificate of good standing of recent date of each the books, files and other records of the Contributing Parties and each Contributed EntityCompany referred to in Section 1.1, including any other documentation evidencing the Company’s ownership of the Acquired Assets as may reasonably be requested by Buyers; (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 evidence that all amounts due from the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇’ Affiliates as required Company to its employees pursuant to the provisions of Section 5.34.5(a) shall have been paid in full; (vii) Such other certificatesdocuments, instruments in form and substance reasonably satisfactory to Buyer, evidencing the release of conveyance and documents as may be reasonably requested by any Encumbrances on the Contributing Parties at least two (2) Business Days prior to the Closing Date to carry out the intent and purposes of this AgreementAcquired Assets; and (viii) A certificate such other documents from the Shareholders and the Company as Buyer may reasonably request for the purpose of good standing of recent date facilitating the consummation of the PartnershipTransactions.

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, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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. 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; (ii) The Contributing Parties Closing Certificate, as applicableduly executed by, or on behalf of, the Contributing Parties; (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 ▇▇▇▇ Express Entities, SLNG and SNG; (iv) A counterpart of the amendment to, and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Contributing Parties 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 Contributed EntityContributing Party that is a party thereto; (vi) Foreign qualification certificates of recent date of each Contributed Entity for each A counterpart of the jurisdictions listed opposite its name 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 Disclosure Schedule 2.3(b)the form of Exhibit B certifying that El Paso is not a foreign person within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder; and (viiviii) 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) The Cash Consideration as provided in Section 2.2(a)) as may be adjusted by Section 2.4; (iii) An aggregate The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of 25,577,521 Class D Units issued in the Private Equity Placement in book entry form for the account of WGPPartnership Parties; (iv) The Additional General Partner Units issued in book entry formA 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) The capital account A counterpart of the General Partner shall be increased amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by the amount of the Additional GP Interesteach Partnership Party that is a party thereto; (vi) Guaranties from A counterpart of the Partnership for the benefit of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇’ Affiliates as required pursuant amendment to the provisions of Section 5.3;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 (viii) A certificate of good standing of recent date of the Partnership.

Closing and Closing Deliveries. (a) The closing (the “Closing”) of the contribution sale and purchase of the Contributed Subject Interest pursuant to this Agreement and the CCA Agreement will be held at the offices of ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 6▇▇ ▇▇▇▇▇▇, Tulsa▇▇▇▇▇ 4200, OK 74172 Houston, Texas 77002 on the later of February 28, 2014 or before the third Business Day 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. 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., Houston, Texas time, on July 1, 2007 (the “Effective Time”). (b) At the Closing, the Contributing Seller Parties shall deliver, or cause to be delivered, to the Partnership Parties Buyer the following: (i) A counterpart of the Seller Parties’ Closing Certificate (as defined herein), duly executed by, or on behalf of, each of the Pre-Contribution Agreements, duly executed by ▇▇▇▇▇▇▇▇ or Affiliates of ▇▇▇▇▇▇▇▇ (as applicable) and WECUSeller Parties; (ii) A counterpart of the CCA Agreement, a duly executed by b▇▇▇ of sale in substantially the Contributing Partiesform attached hereto as Exhibit A, as applicabletransferring the Subject Interest; (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 a long-form certificate of good standing of recent date of each of the Contributing Parties Discovery 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)DGT; and (viiiv) Such such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties at least two (2) Business Days Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, the Partnership Parties Buyer shall deliver, or cause to be delivered, to the Contributing Seller Parties the following, or shall take the following actions: (i) A counterpart of the CCA Agreement, duly executed by each Partnership PartyConsideration, as applicableprovided in Section 2.2; (ii) The Cash Consideration the Buyer’s Closing Certificate (as provided in Section 2.2(adefined herein), duly executed by, or on behalf of, the Buyer; (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 such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Seller 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”) 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, 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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. 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 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; (ii) The Contributing Parties Closing Certificate, as applicableduly executed by, or on behalf of, the Contributing Parties; (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 CIG and SNG; (iv) A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; (v) A counterpart of the amendment to the Existing CIG Partnership Agreement, duly executed by each Contributing Parties and each Contributed EntityParty that is a party thereto; (vi) A Certificate of Non-Foreign qualification certificates Status substantially in the form of recent date Exhibit B certifying that El Paso is not a foreign person within the meaning of each Contributed Entity for each Section 1445 of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b)Code and the Treasury Regulations thereunder; 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 Contribution Agreement, duly executed by each Partnership Party, as applicable; (ii) The Cash Consideration as provided in Section 2.2(a)) as may be adjusted by Section 2.4; (iii) An aggregate The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of 25,577,521 Class D Units issued in the Private Equity Placement in book entry form for the account of WGPPartnership Parties; (iv) The Additional General Partner Units issued in book entry form;A counterpart of the amendment to the Existing SNG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; Table of Contents (v) The capital account A counterpart of the General Partner shall be increased amendment to the Existing CIG Partnership Agreement, duly executed by the amount of the Additional GP Interest;each Partnership Party that is a party thereto; 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 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 of the transactions contemplated hereby pursuant to this Agreement and the Conveyance Agreement (the “Closing”) of the contribution of the Contributed Interest pursuant to this Agreement and the CCA Agreement will be held at the offices of SemGroup, 61▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, Tulsa, OK 74172 on n or before the later of February 28, 2014 or the third second (2nd) Business Day following the satisfaction or waiver of the conditions to closing Closing set forth in ARTICLE 6Article VI, commencing at 10:00 9:00 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. (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 counterparts of the Pre-Contribution Conveyance Agreements, duly executed by ▇▇▇▇▇▇▇▇ or Affiliates of ▇▇▇▇▇▇▇▇ (as applicable) and WECUeach Contributing Party that is a party thereto; (ii) A counterpart of the CCA AgreementContributing 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 a certificate of good standing of recent date of each of GMH, GMP LLC and Wattenberg Holding, as certified by the Contributing Parties Secretary of State of the State of Oklahoma and each Contributed Entitythe Secretary of State of the State of Delaware, as applicable; (viiv) Foreign qualification certificates a properly executed certificate of recent date 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 each Contributed Entity for each Section 1445 of the jurisdictions listed opposite its name in Disclosure Schedule 2.3(b)Code; and (viiv) Such 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 counterparts of the CCA AgreementConveyance Agreements, duly executed by each Partnership Party, as applicableParty that is a party thereto; (ii) The Cash the Aggregate Consideration as provided in Section 2.2(a)2.2; (iii) An aggregate the Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of 25,577,521 Class D Units issued in the Private Equity Placement in book entry form for the account of WGP;Partnership Parties; and (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 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 Subject Interest pursuant to this Agreement and the CCA Contribution Agreement will be held at the offices of El Paso Corporation, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 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 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 ▇▇▇▇ Express Entities and SLNG; (iv) A counterpart of the amendment to, and restatement of, the Existing ▇▇▇▇ Express LLC Agreement, duly executed by each Contributing Parties 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 Contributed EntityContributing Party that is a party thereto; (vi) 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)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 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) The Cash Aggregate Consideration as provided in Section 2.2(a); (iii) An aggregate The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of 25,577,521 Class D Units issued in the Private Equity Placement in book entry form for the account of WGPPartnership Parties; (iv) The Additional General Partner Units issued in book entry formA 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) The capital account A counterpart of the General Partner shall be increased amendment to, and restatement of, the Existing SLNG LLC Agreement, duly executed by the amount of the Additional GP Interest;each Partnership Party that is a party thereto; 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 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.