Common use of Acquisition Certificate Clause in Contracts

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. The Administrative Agent shall have received (i) a certificate of Borrower certifying a Responsible Officer certifying: (iA) that the Borrower is concurrently consummating the acquisition contemplated by Acquisition in accordance with the Oasis terms of the Acquisition Documents and (with all of the material conditions precedent thereto have having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the parties theretoAcquisition Properties contemplated by such Acquisition Documents; (iiB) as to the amount of the final purchase price for the properties subject to the Oasis such Acquisition Documents Properties 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; (iiiC) that attached thereto is a true and complete list of all of the properties subject Oil and Gas Properties related 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 Properties which have been excluded from the acquisition such 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, environmental or (4) casualty loss, or (5) other (which is to be explained); (vD) that attached thereto is a true and complete list of all properties subject Oil and Gas Properties related to the Oasis Acquisition Documents Properties 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; (viE) that attached thereto is a true and complete list of all properties subject the Oil and Gas Properties related to the Oasis Acquisition Documents Properties for which any seller has elected to remediate an adverse environmental condition; and (viiF) that attached thereto is a true and complete list of all properties subject Oil and Gas Properties related to the Oasis Acquisition Documents Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right; (G) that the Borrower has received all consents and approvals required by Section 7.03 of the Credit Agreement in connection with the Acquisition as if the Acquisition constituted part of the Transactions and (H) there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower relating to the Acquisition; (ii) a true and complete executed copy of each of the material Acquisition Documents and (iii) such other related documents and information as the Administrative Agent shall have reasonably requested.

Acquisition Certificate. The Administrative Agent shall have received a an officer’s certificate of Borrower from the Borrower, certifying (a) that (i) that Borrower is concurrently consummating the acquisition contemplated by White Star Acquisition has been consummated in accordance with applicable law and the Oasis terms described in the White Star Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such), and all material conditions precedent thereto have been satisfied in all material respects by connection therewith, the Borrower (or one or more of its Subsidiaries) has acquired all of the parties thereto; proved Oil and Gas Properties evaluated in the White Star Reserve Report, (ii) as to the amount of adjustments to the purchase price and the final purchase price for the properties subject to the Oasis White Star Acquisition Documents after giving effect to all adjustments as of the closing date as contemplated by the Oasis White Star Acquisition Documents and specifying, by category, the amount of such adjustmentDocuments; (iii) that attached thereto is a true and complete list of all of the properties subject to Oil and Gas Properties which have been excluded from the Oasis Acquisition Documents which are being acquired by BorrowerWhite Star Acquisition; (iv) that attached thereto is a true and complete list of properties subject the Oil and Gas Properties for which White Star has elected 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) cure a 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 Oil and Gas Properties for which any seller White Star 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 curedremediate an adverse environmental condition; (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; Oil and (vii) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Gas Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right or consent right; (vii) that attached thereto is a true and complete executed copy of the White Star Acquisition Documents, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and the closing settlement statement; and (viii) that true and complete executed copies of all other White Star Acquisition Documents have been delivered to the Administrative Agent; and (b) that (i) the Will Acquisition has been consummated in accordance with applicable law and the terms described in the Will Acquisition Agreement without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such), and in connection therewith, the Borrower (or one or more of its Subsidiaries) has acquired the Oil and Gas Properties evaluated in the Will Acquisition Reserve Report, (ii) as to the adjustments to the purchase price and the final purchase price for the Will Acquisition after giving effect to all adjustments as of the closing date contemplated by the Will Acquisition Agreement; (iii) that attached thereto is a true and complete list of the Oil and Gas Properties which have been excluded from the Will Acquisition; (iv) that attached thereto is a true and complete list of the Oil and Gas Properties for which Will Energy has elected to cure a title defect; (v) that attached thereto is a true and complete list of the Oil and Gas Properties for which Will Energy has elected to remediate an adverse environmental condition; (vi) that attached thereto is a true and complete list of the Oil and Gas Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right or consent right; (vii) that attached thereto is a true and complete executed copy of the Will Acquisition Agreement and the closing settlement statement; and (viii) that true and complete executed copies of all other Will Acquisition Documents have been delivered to the Administrative Agent.

Acquisition Certificate. Administrative Agent shall have received (i) a certificate of a Responsible Officer of Borrower certifying certifying: (iA) that Borrower is concurrently consummating the acquisition Acquisition in accordance with the terms of the Acquisition Documents (with all of the conditions precedent thereto having been satisfied by the parties thereto) and acquiring substantially all of the Acquisition Properties contemplated by the Oasis Acquisition Documents and all material conditions precedent thereto have been satisfied in all material respects by all of the parties theretoDocuments; (iiB) as to the amount of the final purchase price for the properties subject to the Oasis Acquisition Documents Properties 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; (iiiC) 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 Properties which have been excluded from the acquisition 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, environmental defect; (3) environmentalpreferential purchase right and/or consent, or (4) casualty loss, or (5) other (which is to be explained); (vD) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Properties 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; (viE) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Properties for which any seller has elected to remediate an adverse environmental condition; , and (viiF) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential rightright and/or consent; (ii) a true and complete executed copy of each of the Acquisition Documents; (iii) original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the Acquisition Properties; and (iv) such other related documents and information as Administrative Agent shall have reasonably requested.

Acquisition Certificate. The Administrative Agent shall have received a an officer’s certificate of Borrower from the Borrower, certifying that (iA) that Borrower is concurrently consummating the acquisition contemplated by Xxxxxxxx Acquisition has been consummated in accordance with applicable law and the Oasis Acquisition Documents and all material conditions precedent thereto have been satisfied in all material respects by all terms of the parties thereto; Xxxxxxxx Acquisition Agreement without giving effect to any waiver, modification or consent thereunder that is adverse to the interests of the Lenders (iiin their capacities as such), and in connection therewith, the Borrower has acquired at least 85% of the total value of the proved Oil and Gas Properties evaluated in the Xxxxxxxx Reserve Report, (B) as to the amount of the final purchase price for the properties subject to the Oasis Xxxxxxxx Acquisition Documents Properties after giving effect to all adjustments as of the closing date as contemplated by the Oasis Xxxxxxxx Acquisition Documents and specifying, by category, the amount of such adjustment; (iiiC) 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) Properties that attached thereto is a true and complete list of properties subject to the Oasis Acquisition Documents which have been excluded from the acquisition Xxxxxxxx Acquisition pursuant to the terms of the Oasis Xxxxxxxx Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) preferential purchase right or consent right, (3) environmental, environmental or (4) casualty loss, or (5) other (which is to be explained); (vD) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Oil and Gas Properties for which any the 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; (viE) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Oil and Gas Properties for which any seller Xxxxxxxx has elected to remediate an adverse environmental condition; and (viiF) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents Oil and Gas Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right or consent right; (G) that attached thereto is a true, complete and executed copy of the closing settlement statement for the Xxxxxxxx Acquisition; and (H) that true and complete executed copies of all Xxxxxxxx Acquisition Documents have been delivered to the Administrative Agent (together with all amendments, supplements, waivers or consents with respect to any provision thereof).