Hydrocarbon or holders affiliated with Hydrocarbon or the Company.
SECTION 1.2
RULES OF CONSTRUCTION.
IN CONSTRUCTING THIS AGREEMENT:
(A) THE WORD "INCLUDES" AND ITS DERIVATIVES MEANS "INCLUDES, WITHOUT LIMITATION"
AND CORRESPONDING DERIVATIVE EXPRESSIONS; (B) THE CURRENCY AMOUNTS REFERRED TO
HEREIN, UNLESS OTHERWISE SPECIFIED, ARE IN UNITED STATES DOLLARS; (C) WHENEVER
THIS AGREEMENT REFERS TO A NUMBER OF DAYS, SUCH NUMBER SHALL REFER TO CALENDAR
DAYS UNLESS BUSINESS DAYS ARE SPECIFIED; (D) UNLESS OTHERWISE SPECIFIED, ALL
REFERENCES IN THIS AGREEMENT TO "ARTICLE," "SECTION," "SCHEDULE," "DISCLOSURE
SCHEDULE," "EXHIBIT," "PREAMBLE" OR "RECITALS" SHALL BE REFERENCES TO AN
ARTICLE, SECTION, "SCHEDULE," DISCLOSURE SCHEDULE, EXHIBIT, PREAMBLE OR RECITALS
HERETO; AND (E) WHENEVER THE CONTEXT REQUIRES, THE WORDS USED IN THIS AGREEMENT
SHALL INCLUDE THE MASCULINE, FEMININE AND NEUTER AND SINGULAR AND THE PLURAL.
ARTICLE II
CONTRIBUTION OF CLASS B INTERESTS; CLOSING
SECTION 2.1
CONTRIBUTION OF CLASS B INTERESTS.
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING (AS
DEFINED BELOW), EACH SELLER AGREES, SEVERALLY AND NOT JOINTLY, TO CONTRIBUTE TO
THE BUYER THE CLASS B MEMBERSHIP INTEREST SPECIFIED ON SCHEDULE 2.1 ATTACHED
HERETO AS OWNED BY SUCH SELLER, AND THE BUYER AGREES TO ACCEPT THE CONTRIBUTION
OF EACH SUCH CLASS B MEMBERSHIP INTEREST FROM EACH SELLER AND (A) PAY TO EACH
5
SELLER THE AMOUNT IN CASH AND (B) ISSUE TO EACH SELLER THE NUMBER OF COMMON
UNITS, IN EACH CASE, SET FORTH OPPOSITE THE NAME OF SUCH SELLER ON SCHEDULE 2.1
ATTACHED HERETO.
SECTION 2.2
CLOSING.
THE CLOSING OF THE CONTRIBUTION OF THE CLASS B
MEMBERSHIP INTERESTS PURSUANT TO THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE
CONCURRENTLY WITH THE CLOSING OF THE MERGER, SUBJECT TO SATISFACTION OR WAIVER
OF ALL OF THE CONDITIONS TO EACH OF THE RESPECTIVE PARTIES' OBLIGATIONS TO
CONSUMMATE THE CONTRIBUTION OF THE CLASS B MEMBERSHIP INTEREST HEREUNDER (SUCH
DATE, THE "CLOSING DATE"); PROVIDED, THAT THE BUYER SHALL HAVE GIVEN THE SELLERS
THREE (3) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS SHALL BE AGREEABLE TO THE
PARTIES) PRIOR WRITTEN NOTICE OF SUCH DESIGNATED CLOSING DATE.
THE CLOSING
SHALL TAKE PLACE AT THE OFFICES OF HOGAN & HARTSON LLP, 1200 SEVENTEENTH STREET,
SUITE 1500, DENVER, COLORADO 80202.
SECTION 2.3
SELLERS' CLOSING DELIVERIES.
AT THE CLOSING, EACH OF
THE SELLERS SHALL DELIVER, OR CAUSE TO BE DELIVERED, TO THE BUYER THE FOLLOWING:
(A)
A DULY EXECUTED ASSIGNMENT IN SUBSTANTIALLY THE FORM ATTACHED
HERETO AS EXHIBIT A, TRANSFERRING THE CLASS B MEMBERSHIP INTEREST OF SUCH
SELLER;
(B)
A CLOSING CERTIFICATE, SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT B, DULY EXECUTED BY, OR ON BEHALF OF, SUCH SELLER;
(C)
A FIRPTA CERTIFICATE, IN THE FORM ATTACHED HERETO AS EXHIBIT C
DULY EXECUTED BY, OR ON BEHALF OF, SUCH SELLER (I) STATING THAT SUCH SELLER IS
NOT A FOREIGN INDIVIDUAL, FOREIGN CORPORATION, FOREIGN PARTNERSHIP, FOREIGN
TRUST OR FOREIGN ESTATE, (II) PROVIDING SUCH SELLER'S U.S. EMPLOYER
IDENTIFICATION NUMBER AND (III) PROVIDING SUCH SELLER'S ADDRESS;
(D)
THE REGISTRATION RIGHTS AGREEMENT, IN THE FORM ATTACHED HERETO AS
EXHIBIT E DULY EXECUTED