Common use of Acquisition Certificate Clause in Contracts

Acquisition Certificate. Administrative Agent shall have received (i) a certificate of a Responsible Officer of Borrower certifying: (A) that Borrower is concurrently consummating the 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 Acquisition Documents; (B) as to the final purchase price for the Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment; (C) that attached thereto is a true and complete list of the Acquisition Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defect; (3) preferential purchase right and/or consent, or (4) casualty loss; (D) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to cure a title defect, (E) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to remediate an adverse environmental condition, and (F) that attached thereto is a true and complete list of all Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right 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. Administrative Agent shall have received (i) a certificate of a Responsible Officer of Borrower certifying: certifying (Ai) that Borrower is concurrently consummating the Acquisition in accordance with acquisition contemplated by the terms of the Oasis Acquisition Documents (with and all material conditions precedent thereto have been satisfied in all material respects by all of the conditions precedent thereto having been satisfied by the parties thereto) and acquiring substantially all of the Acquisition Properties contemplated by the Acquisition Documents; (Bii) as to the amount of the final purchase price for the properties subject to the Oasis Acquisition Properties 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; (Ciii) that attached thereto is a true and complete list of all of the properties subject to the Oasis Acquisition Properties 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 acquisition pursuant to the terms of the Oasis Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defect; preferential purchase right, (3) preferential purchase right and/or consentenvironmental, or (4) casualty loss, or (5) other (which is to be explained); (Dv) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Properties 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; (Evi) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Properties Documents for which any seller has elected to remediate an adverse environmental condition, ; and (Fvii) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Properties Documents which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right 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 requestedright.

Acquisition Certificate. The Administrative Agent shall have received (i) a an officer’s certificate of a Responsible Officer of Borrower certifying: from the Borrower, certifying that (A) that Borrower is concurrently consummating the Xxxxxxxx Acquisition has been consummated in accordance with applicable law and the terms of the Xxxxxxxx Acquisition Documents (with all Agreement without giving effect to any waiver, modification or consent thereunder that is adverse to the interests of the conditions precedent thereto having been satisfied by Lenders (in their capacities as such), and in connection therewith, the parties thereto) and acquiring substantially all Borrower has acquired at least 85% of the Acquisition total value of the proved Oil and Gas Properties contemplated by evaluated in the Acquisition Documents; Xxxxxxxx Reserve Report, (B) as to the final purchase price for the Xxxxxxxx Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Xxxxxxxx Acquisition Documents and specifying, by category, the amount of such adjustment; (C) that attached thereto is a true and complete list of the Acquisition Properties which that have been excluded from the Xxxxxxxx Acquisition pursuant to the terms of the Xxxxxxxx Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defect; preferential purchase right or consent right, (3) preferential purchase right and/or consent, environmental or (4) casualty loss; (D) that attached thereto is a true and complete list of all Acquisition the Oil and Gas Properties for which any the seller has elected to cure a title defect, ; (E) that attached thereto is a true and complete list of all Acquisition the Oil and Gas Properties for which any seller Xxxxxxxx has elected to remediate an adverse environmental condition, and ; (F) that attached thereto is a true and complete list of all Acquisition 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 and/or consentor consent right; (iiG) 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 copy copies of each of all Xxxxxxxx Acquisition Documents have been delivered to 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(together with all amendments, supplements, waivers or consents with respect to any provision thereof).

Acquisition Certificate. The Administrative Agent shall have received a certificate, reasonably satisfactory to the Administrative Agent in all respects, of an Authorized Officer of the Borrower (i) certifying that the Castex Acquisition shall constitute a certificate of a Responsible Officer of Permitted Acquisition, (ii) certifying that the Borrower certifying: has acquired (A) that Borrower is concurrently consummating the Acquisition in accordance or with the terms proceeds of the Acquisition Documents (with applicable Borrowing shall acquire) all or substantially all, but in any event not less than 95% of the PV-10, of the Oil and Gas Properties included in the Castex Acquisition Reserve Report, all conditions precedent thereto having to the obligations of the parties set forth in the Castex PSA shall have been satisfied or waived (or with the application of the proceeds of the applicable Borrowing shall be satisfied or waived), and no provision thereof shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to materially adversely affect the Administrative Agent, the Collateral Agent or the Lenders (except as otherwise agreed by the parties theretoAdministrative Agent, the Collateral Agent and the Lenders), (iii) identifying the Oil and acquiring substantially all of Gas Properties that have not been acquired pursuant to the Acquisition Properties contemplated by Castex PSA, (iv) attaching lien releases delivered in connection with the Acquisition Documents; Castex PSA (Bor certifying that the assets subject to the Castex PSA were not, prior to the Castex Acquisition, subject to any liens), (v) certifying as to the final purchase price for paid under the Acquisition Properties Castex PSA after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents for such acquisition, and specifying, by category, the amount of such adjustment; , (Cvi) certifying that attached thereto are true and complete executed copies of the conveyance documents from the applicable seller to Borrower and (vii) certifying that attached thereto is a true and complete list of the Acquisition Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defect; (3) preferential purchase right and/or consent, or (4) casualty loss; (D) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to cure a title defect, (E) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to remediate an adverse environmental condition, and (F) that attached thereto is a true and complete list of all Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right and/or consent; (ii) a true and complete executed copy of each of the Acquisition Documents; Castex PSA, together with all amendments thereto, pursuant to which the Borrower has acquired the applicable Oil and Gas Properties (iii) original counterparts or copies, certified as true and complete, of certifying that the assignments, deeds and leases for all of previously delivered Castex PSA has not been amended or modified in any way since the Acquisition Properties; and (iv) such other related documents and information as Administrative Agent shall have reasonably requested.Third Amendment Effective Date);

Acquisition Certificate. The Administrative Agent shall have received an officer’s certificate from the Borrower, certifying (a) that (i) a certificate of a Responsible Officer of Borrower certifying: (A) that Borrower is concurrently consummating the White Star Acquisition has been consummated in accordance with applicable law and the 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 Acquisition Documents Lenders (with in their capacities as such), and in connection therewith, the Borrower (or one or more of its Subsidiaries) has acquired all of the conditions precedent thereto having been satisfied by proved Oil and Gas Properties evaluated in the parties thereto) and acquiring substantially all of the Acquisition Properties contemplated by the Acquisition Documents; White Star Reserve Report, (Bii) as to the adjustments to the purchase price and the final purchase price for the White Star Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the White Star Acquisition Documents and specifying, by category, the amount of such adjustmentDocuments; (Ciii) that attached thereto is a true and complete list of the Acquisition Oil and Gas Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defectWhite Star Acquisition; (3) preferential purchase right and/or consent, or (4) casualty loss; (Div) that attached thereto is a true and complete list of all Acquisition the Oil and Gas Properties for which any seller White Star has elected to cure a title defect, ; (Ev) that attached thereto is a true and complete list of all Acquisition the Oil and Gas Properties for which any seller White Star has elected to remediate an adverse environmental condition, and ; (Fvi) that attached thereto is a true and complete list of all Acquisition 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 and/or consentor consent right; (iivii) that attached thereto is a true and complete executed copy of each 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 DocumentsReserve 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) original counterparts or copies, certified as that attached thereto is a true and complete, complete list of the assignments, deeds Oil and leases for all 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 PropertiesAgreement and the closing settlement statement; and (ivviii) such that true and complete executed copies of all other related documents and information as Will Acquisition Documents have been delivered to the Administrative Agent shall have reasonably requestedAgent.

Acquisition Certificate. The Administrative Agent shall have received (ia) a certificate of a Responsible Officer of the Borrower certifying: (Ai) that the Borrower is concurrently consummating the acquisition contemplated by the Purchase and Sale Agreement among Drilling & Xtraction, L.P., Oloma Energy, LP, Xxxxxxxx Ranch, LP, Cookin With Gas, LP, JC 2 Under Par, LP and XxXxxxxx Partners, LP, as sellers and Whittier Energy Company, as buyer, dated May 1, 2006 (the “Acquisition” and with all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith, the “Acquisition Documents” and all properties associated therewith, the “Acquisition Properties”) in accordance with the terms of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Acquisition Properties contemplated by the Acquisition Documents; (Bii) as to the final purchase price for the Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment; (Ciii) that attached thereto is a true and complete list of the Acquisition Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1A) title defect, (2) environmental defect; (3B) preferential purchase right and/or consentright, (C) environmental or (4D) casualty loss; (Div) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to cure a title defect, (Ev) that attached thereto is a true and complete list of all Acquisition Properties for which any seller has elected to remediate an adverse environmental condition, and (Fvi) that attached thereto is a true and complete list of all Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right and/or consentright; (iiA) a true and complete executed copy of each of the Acquisition Documents; (iiiB) original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the Acquisition Properties; and (ivC) such other related documents and information as the Administrative Agent shall have reasonably requested.

Acquisition Certificate. The Administrative Agent shall have received (i) a certificate of a Responsible Officer of Borrower certifying: (A) that the Borrower is concurrently consummating the Acquisition in accordance with the terms of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Acquisition Properties contemplated by the such Acquisition Documents; (B) as to the final purchase price for the such Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment; (C) that attached thereto is a true and complete list of all Oil and Gas Properties related to the Acquisition Properties which have been excluded from the such Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) environmental defect; preferential purchase right, (3) preferential purchase right and/or consent, environmental or (4) casualty loss; (D) that attached thereto is a true and complete list of all Oil and Gas Properties related to the Acquisition Properties for which any seller has elected to cure a title defect, ; (E) that attached thereto is a true and complete list of all the Oil and Gas Properties related to the Acquisition Properties for which any seller has elected to remediate an adverse environmental condition, and ; (F) that attached thereto is a true and complete list of all Oil and Gas Properties related to the Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right and/or consentright; (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; Documents and (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 the Administrative Agent shall have reasonably requested.