OpCo Class B Unit has the meaning
given to such term in the HESM Company Agreement.
OpCo Partnership Agreement means the Third Amended and
Restated Agreement of Limited Partnership of HESM OpCo, dated as of December 16, 2019.
Partnership Closing
Certificate has the meaning given to such term in Section 7.1(d). Partnership Parties has the meaning given to such term in the preamble hereto. Party and
Parties have the meanings given to such terms in the preamble hereto. Permit means all franchises, grants, authorizations, licenses, permits, easements,
certificates of need, variances, exemptions, consents, certificates, approvals and orders.
Person means any natural person, corporation, limited partnership, general partnership, limited liability company,
joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a
representative capacity and any Governmental Authority.
Proceeding means any action, suit, claim, hearing,
proceeding, arbitration, investigation, audit, inquiry, litigation or mediation (whether civil, criminal, administrative or investigative) commenced, brought, conducted or heard by or before any Governmental Authority, arbitrator or mediator.
Repurchased Unit and Repurchased Units have the meanings given to such terms in the
recitals hereto.
Sponsor Closing Certificate has the meaning given to such term in
Section 7.2(d). Sponsors has the meaning given to such term in the preamble hereto.
Transaction Documents means, collectively, this Agreement and the Assignments.
ARTICLE II
THE
TRANSACTIONS
Section 2.1 Repurchase, Delivery and Cancellation of the Repurchased Units.
(a) Pursuant to the terms of this Agreement, at the Closing, (i) HINDL shall sell, transfer, assign and deliver the HINDL Repurchased
Units to HESM OpCo, and HESM OpCo shall purchase and acquire all of such HINDL Repurchased Units, and, in consideration therefor, HESM OpCo shall pay to HINDL an amount in cash equal to $37,817,203.98 and (ii) GIP shall sell, transfer, assign
and deliver the GIP Repurchased Units to HESM OpCo, and HESM OpCo shall purchase and acquire all of such GIP Repurchased Units, and, in consideration therefor, HESM OpCo shall pay to GIP an amount in cash equal to $62,182,771.71, in each case, by
wire transfer of immediately available funds to the account or accounts designated by such Sponsor, which shall be designated by such Sponsor in writing and provided to HESM OpCo at least one Business Day prior to the Closing Date. Following the
repurchase of the Repurchased Units hereunder, the Repurchased Units shall be cancelled and shall no longer be deemed to be outstanding.
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