The execution and delivery of the Transaction Documents (other than the Bridge Notes Commitment Letter), the delivery of the Notes, the payment of the Notes Purchase Price for each Note, and the execution and delivery of all other instruments, agreements and other documents required by this Agreement (the “ Closing ”) shall take place on the date hereof (the “ Closing Date ”), which shall be concurrent with the closing of the Acquisition, at the offices of Porter Hedges LLP, 1000 Main Street, 36 th Floor, Houston, Texas 77002, it being understood that notwithstanding anything to the contrary in this Agreement, in no event shall the Closing take place if the Acquisition does not concurrently close and the proceeds from the sale of the Notes are not immediately applied to pay a portion of the purchase price payable under the Acquisition Agreement.