INVOICES RELATING TO ALL
PRORATION PERIODS, SHALL AGREE UPON THE RELATIVE AMOUNTS ALLOCABLE TO EACH PARTY
AND AS REQUIRED ADJUST THE AMOUNT PAID BY PURCHASER TO SELLER AT CLOSING TO
REFLECT SUCH AMOUNTS.
ARTICLE III
CLOSING AND CLOSING DATE DELIVERIES
3.01
CLOSING.
THE TERM "CLOSING" AS USED HEREIN SHALL REFER TO THE
ACTUAL CONVEYANCE, TRANSFER, ASSIGNMENT AND DELIVERY OF THE PURCHASED ASSETS TO
PURCHASER IN EXCHANGE FOR THE PURCHASE PRICE TO THE SELLER PURSUANT TO SECTION
2.02 OF THIS AGREEMENT.
THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF WINSTON
& STRAWN LLP, 1700 K STREET NW, WASHINGTON, DC, AT 9:00 A.M. LOCAL TIME ON THE
FIFTH BUSINESS DAY FOLLOWING THE DATE UPON WHICH ALL OF THE CONDITIONS PRECEDENT
SET FORTH IN ARTICLES IX AND X OF THIS AGREEMENT (OTHER THAN THOSE THAT ARE TO
BE
13
SATISFIED AT CLOSING) ARE SATISFIED OR WAIVED BY THE APPROPRIATE PARTY HERETO,
SUBJECT TO ARTICLE XI OF THIS AGREEMENT, OR AT SUCH OTHER PLACE AND TIME OR ON
SUCH OTHER DATE AS IS MUTUALLY AGREED TO IN WRITING BY SELLER AND PURCHASER
("CLOSING DATE").
THE CLOSING SHALL BE EFFECTIVE AS OF THE EFFECTIVE TIME.
3.02
CLOSING DELIVERIES BY SELLER.
AT THE CLOSING, THE SELLER SHALL
DELIVER TO THE PURCHASER:
(A)
WITH RESPECT TO THE PURCHASED ASSETS RELATED TO THE FACILITY, A
GENERAL WARRANTY DEED FOR ALL REAL PROPERTY, INCLUDING AN ASSIGNMENT WITH
GENERAL WARRANTY COVENANTS OF ALL OF THE EASEMENTS UPON WHICH THE GAS FEEDER
LINE IS SITUATED;
(B)
WITH RESPECT TO THE PURCHASED ASSETS RELATED TO THE FACILITY, ALL
SUCH BILLS OF SALE, LEASE ASSIGNMENTS, TRADEMARK ASSIGNMENTS, COPYRIGHT
ASSIGNMENTS, PATENT ASSIGNMENTS, CONTRACT ASSIGNMENTS AND OTHER DOCUMENTS AND
INSTRUMENTS OF SALE, ASSIGNMENT, CONVEYANCE AND TRANSFER, AS THE PURCHASER OR
ITS COUNSEL MAY DEEM NECESSARY OR DESIRABLE;
(C)
CERTIFIED COPIES OF MINUTES OR UNANIMOUS WRITTEN CONSENTS OF THE
BOARD OF DIRECTORS AND IF REQUIRED, THE MEMBERS AND/OR MANAGERS OF THE SELLER
APPROVING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(D)
A CERTIFICATE, DATED THE CLOSING DATE, EXECUTED BY THE APPROPRIATE
OFFICERS OF THE SELLER, REQUIRED BY SECTION 9.02 OF THIS AGREEMENT;
(E)
A NON-FOREIGN AFFIDAVIT DATED AS OF THE CLOSING DATE, SWORN UNDER
PENALTY OF PERJURY AND IN FORM AND SUBSTANCE REQUIRED UNDER THE TREASURY
REGULATIONS ISSUED PURSUANT TO CODE §1445 STATING THAT TARGET IS NOT A "FOREIGN
PERSON" AS DEFINED IN CODE §1445 (THE "FIRPTA AFFIDAVIT");
(F)
A CERTIFICATE FROM THE SECRETARY OF STATE OF THE SELLER'S STATE
OF FORMATION CERTIFYING AS TO SELLER'S EXISTENCE AND GOOD STANDING CERTIFICATES
OF SELLER TO THE EXTENT PROVIDED UNDER THE LAWS OF ITS STATE OF FORMATION AND
THE STATES IN WHICH THE FACILITY IS LOCATED;
(G)
A REAFFIRMATION OF THE PARENT GUARANTY EXECUTED BY THE GUARANTOR
HEREUNDER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO PURCHASER;
(H)
A COPY OF THE DATA ROOM CONTENTS ON CD; AND
(I)
SUCH OTHER DOCUMENTS AS THE PURCHASER OR ITS COUNSEL MAY
REASONABLY REQUEST TO CARRY OUT THE PURPOSES