Acquisition Certificate. Administrative Agent shall have received a certificate of Borrower certifying (i) that Borrower is concurrently consummating the acquisition contemplated by the Oasis Acquisition Documents and all material conditions precedent thereto have been satisfied in all material respects by all of the parties thereto; (ii) as to the amount of the final purchase price for the properties subject to the Oasis Acquisition Documents after giving effect to all adjustments as of the closing date as contemplated by the Oasis Acquisition Documents and specifying, by category, the amount of such adjustment; (iii) that attached thereto is a true and complete list of all of the properties subject to the Oasis Acquisition Documents which are being acquired by Borrower; (iv) that attached thereto is a true and complete list of properties subject to the Oasis Acquisition Documents which have been excluded from the acquisition pursuant to the terms of the Oasis Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) preferential purchase right, (3) environmental, (4) casualty loss, or (5) other (which is to be explained); (v) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents for which any seller has elected to cure a title defect, specifying the nature of that title defect and the time frame within which it is expected to be cured; (vi) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents for which any seller has elected to remediate an adverse environmental condition; and (vii) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right.
Acquisition Certificate. A duly executed copy of the Acquisition Certificate the statements in which shall be true.
Acquisition Certificate. Administrative Agent shall have received an officer’s certificate of the Borrower certifying that: (a) the Ameredev Acquisition shall have been consummated on, or substantially simultaneously with, the Sixth Amendment Effective Date, after giving effect to any modifications, amendments, consents or waivers not prohibited by this paragraph; and (b) the Ameredev Acquisition Agreement shall not have been amended or waived or otherwise modified, or any modification thereto consented to, by Borrower or any of its Affiliates in a manner materially adverse to Administrative Agent and the Lenders without the consent of the Majority Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i) any increase in the purchase price of the Ameredev Acquisition shall not be deemed to be material and adverse to the interests of Administrative Agent and the Lenders so long as such increase is funded solely by (A) cash on hand (not incurred as indebtedness under the Credit Agreement), (B) the proceeds of Senior Notes, (C) an issuance of the Parent’s common equity (or other equity interests reasonably satisfactory to Administrative Agent and PNC Capital Markets LLC) or (D) any combination thereof, (ii) any decrease in the purchase price of the Ameredev Acquisition shall not be deemed to be material and adverse to the interests of Administrative Agent and the Lenders, (iii) any modification to the purchase price as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Ameredev Acquisition Agreement as of the effective date thereof (or as amended in a manner not prohibited by this paragraph) shall not constitute a reduction or increase in the purchase price, and (iv) any modification of (A) the Cutoff Date (as defined in the Ameredev Acquisition Agreement) that extends such date, or (B) any “Xerox” provisions in the Ameredev Acquisition Agreement will, in any case, be deemed to be adverse to the interest of Administrative Agent and the Lenders in a material respect).
Acquisition Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) true, accurate and complete copies of the material Abraxas Acquisition Documents, which material Abraxas Acquisition Documents shall contain terms and conditions reasonably acceptable to the Administrative Agent, (ii) that the Borrower has consummated the Abraxas Acquisition, substantially in accordance with the terms of the Abraxas Acquisition Documents (without waiver or amendment of any material term or condition thereof not otherwise acceptable to the Administrative Agent) and that the Borrower acquired all of the Abraxas Assets contemplated by the Abraxas Acquisition Documents and (iii) as to the purchase price determined by the Abraxas Acquisition Documents for the Abraxas Assets after giving effect to all adjustments as of the closing date contemplated by the Abraxas Acquisition Documents.
Acquisition Certificate. The Agents shall have received a certificate, dated the date of the initial Credit Extension, of an Authorized Officer of the US Borrower certifying as to a true and complete copy of (i) the Merger Agreement and, if available on or prior to the Closing Date, the Action Purchase Agreement (and, to the extent requested by the Agents, all other certificates, filings, documents, consents, approvals, board of directors resolutions and opinions furnished pursuant to or in connection therewith) and (ii) the Windward Management Agreement.
Acquisition Certificate. A duly executed copy of the Acquisition Certificate certified true and correct as to all matters therein by Agent.
Acquisition Certificate. The Administrative Agent shall have received an officer’s certificate from the Borrower, certifying that (i) the Independence Acquisition has been consummated in accordance with applicable law and the terms of the Independence Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is adverse to the interests of the Lenders (in their capacities as such), (ii) the Borrower (and/or one or more of its Subsidiaries) has acquired (directly or indirectly) all of the proved Oil and Gas Properties evaluated in the Independence Reserve Report; and (iii) true and complete executed copies of all Independence Acquisition Documents have been delivered to the Administrative Agent (together with all amendments, supplements, waivers or consents with respect to any provision thereof).
Acquisition Certificate. The certificate delivered by Agent to Owner pursuant to paragraph (b) of Section 4 hereof in connection with a request for the Initial Advance, substantially in the form of Exhibit A hereto.
Acquisition Certificate. An Acquisition Certificate duly executed by Agent.
Acquisition Certificate. Such Purchaser shall have received an Officers' Certificate to the effect that: (i) the Acquisition Agreement as originally executed and delivered by the parties thereto and delivered to such Purchaser, or any provision thereof, has not been amended, waived or otherwise modified without the prior written consent of the Purchasers; and (ii) (x) each of the conditions precedent to the consummation of the Acquisition contained in the Acquisition Agreement have been satisfied (or waived with the prior written consent of the Purchasers), (y) all governmental and third party authorization, consents, approvals, exemptions or other actions required in connection with the Acquisition shall have been duly received or taken; and (z) the Acquisition has been duly consummated substantially in accordance with the terms of the Acquisition Agreement.
