1.1 Contribution and Issuance.
(a) At the Effective Time, and on the terms and subject to the conditions set forth in this Agreement, ENLC will contribute, assign, and transfer, at the direction of ENLK, to EnLink Midstream Operating, and ENLK will cause EnLink Midstream Operating to receive and accept from ENLC, the Contributed Interests, free and clear of any lien, mortgage, security interest, pledge, or other similar restriction (other than restrictions under applicable federal and state securities laws and restrictions on transfer pursuant to the EOGP Partnership Agreement), in each case, pursuant to the Assignment and Assumption Agreement in the form attached hereto as Exhibit A (the Assignment Agreement).
(b) At the Effective Time, and on the terms and subject to the conditions set forth in this Agreement, in consideration for the Contribution, ENLK will (i) issue and deliver to ENLC the Consideration Units (in book-entry form), by instruction to ENLKs transfer agent or otherwise, and (ii) deliver evidence of such issuance that is reasonably satisfactory to ENLC.
(c) For income tax and accounting purposes, the transactions described in this Article I shall be treated as (i) a nontaxable contribution under IRC Section 721(a) of the Contributed Interests by ENLC to ENLK, followed immediately thereafter by (ii) a nontaxable contribution under IRC Section 721(a) of the Contributed Interests by ENLK to EnLink Midstream Operating.
2.1 Closing. Subject to the terms and conditions of this Agreement, and unless otherwise agreed in writing by the Parties, the closing of the Transactions shall occur at 11:59 p.m. (Dallas, Texas time) on the date hereof (the Effective Time).
3.1 Complete Agreement. This Agreement and the Assignment Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof.
3.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including laws of the State of Delaware relating to applicable statutes of limitation, burdens of proof, and available remedies.
3.3 Amendment and Modification. This Agreement may be amended, modified, or supplemented only by written agreement of the Parties.