Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units and the issuance of the Warrant hereunder (the “ Closing ”) shall take place at the offices of American Midstream Partners, LP, 1400 16 th  Street, Suite 310, Denver, Colorado 80202, or such other location as mutually agreed by the parties, and upon the first Business Day following the satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4 and 2.5 (other than those conditions that are by their terms to be satisfied at the Closing), or such other date as mutually agreed by the parties (the date of such closing, the “ Closing Date ”).