Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Seller the Purchase Price (as adjusted pursuant to the provisions hereof) by wire transfer to an account designated in writing by Seller;
(b) execute and deliver the Statement;
(c) take possession of the Assets; and
(d) execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Seller the Purchase Price in immediately available federal funds (with the adjustments and credits provided in Section 12.03) by wire transfer to accounts designated by notice to Buyer from Seller on or before the second Business Day before the Closing;
(b) execute and deliver to Seller the Closing Statement;
(c) deliver to Seller written evidence of Buyer's compliance with the qualification and bonding requirements of Section 7.07;
(d) deliver to Seller a Closing Certificate dated as of the Closing Date, executed by the general partner of Buyer, certifying that all of the conditions set forth in Section 9.01 and Section 9.02 have been satisfied;
(e) subject to the provisions of Section 14.03 regarding the Records, take possession of the Assets; and
(f) execute, acknowledge and deliver the Assignment and any other agreements provided for in this Agreement or necessary or desirable to effectuate the transactions contemplated by this Agreement.
Actions of Buyer at the Closing. At the Closing, Buyer and/or Parent Guarantor, as the case may be, shall:
(a) execute and deliver to Seller the Settlement Statement;
(b) pay the Purchase Price (as adjusted pursuant to the provisions hereof) in immediately available funds pursuant to wire transfer instructions to be provided by Seller to Buyer;
(c) provide any necessary evidence including proof of proper bonding and other qualifications to be entitled to take and actually take possession of the Wind River/Powder River Assets and, subject to Section 7.05, provide necessary evidence that Buyer has received, without qualification, all of the consents to assignment listed on Schedule 4.07(a);
(d) execute, acknowledge, and deliver to Seller the Assignments in the form of Exhibit D-1, Exhibit D-2 and Exhibit D-3 and such other conveyances, assignments, transfers and other instruments (on forms as required by any Governmental Authority) as may be necessary to transfer the Assets to Buyer;
(e) execute and deliver to Seller and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent the Assignments in the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6, and the Additional Mineral Deeds;
(f) execute and deliver to Seller the Transition Services Agreement if Buyer requests that such agreement be executed;
(g) execute and deliver to Seller the Piceance JOA, Accommodation Agreement, the Marketing Agreement and the Seismic License;
(h) execute any documents or instruments required by any Governmental Authority in order for Buyer to assume operatorship of the Wind River Assets and the Powder River Assets;
(i) Parent Guarantor shall execute and deliver to Seller the Parent Guarantee and
(j) execute and deliver to Seller all other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Seller.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) Deliver to Seller, by wire transfer to an account designated in writing by Seller, cash in an amount equal to (i) the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement, minus (ii) an amount equal to the Xxxxxxx Money (which amount shall become the Indemnity Escrow Amount upon Closing) minus (iii) the principal amount paid pursuant to Section 11.5(e);
(b) Execute and deliver to Seller counterparts of the Assignment;
(c) Deliver to Seller counterparts of the Mutual Release, executed by Xxxxx and the Company;
(d) Execute and deliver to Seller counterparts of the Transition Services Agreement;
(e) Pay in full all amounts outstanding under the Company Credit Facility; and
(f) Pay in full any reasonable and documented out-of-pocket costs and expenses of the Company or Seller incurred directly in connection with the novation or termination of any of the Xxxxxx.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Xxxxxxxx LLC the Purchase Price (as adjusted), less the Deposit Amount, by wire transfer to an account designated in writing by Xxxxxxxx LLC;
(b) deliver to the escrow agent the amount equal to (i) the aggregate amount of all downward price adjustments for Title Defects pursuant to Section 7.4(a) and (ii) the aggregate amount of all Interest Addition Values for Interest Additions pursuant to Section 7.7(c), in each case, as applicable;
(c) deliver notice required under the Escrow Agreement;
(d) take possession of the Assets;
(e) [Intentionally Omitted];
(f) deliver to the Seller Parties a certificate, duly executed by an authorized officer of Buyer, certifying on behalf of Buyer that the conditions set forth in Section 9.1 and Section 9.2 have been fulfilled;
(g) where notices of approval, consent, or waiver are received by Buyer pursuant to Section 6.4, deliver copies of those notices of approval;
(h) execute and deliver to Xxxxxxxx LLC the Transition Services Agreement;
(i) execute and acknowledge counterparts of the Conveyance and such other instruments (in form and substance agreed upon by the Seller Parties and Buyer) as may be reasonably necessary to convey the Assets to Buyer; and
(j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Seller the Purchase Price (as adjusted pursuant to the provisions hereof and net of the Deposit) by wire transfer to an account designated in writing by Seller;
(b) execute and deliver the Statement;
(c) take possession of the Assets;
(d) execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby;
(e) execute and deliver the Transition Services Agreement; and
(f) execute and deliver the Concurrent Rights Agreement.
Actions of Buyer at the Closing. At the Closing, Buyer shall take possession of the Assets and execute (where applicable) and deliver to Seller the following, all of which shall be in form and content reasonably satisfactory to Seller:
(a) the Purchase Price (as adjusted pursuant to the provisions of this Agreement and net of the Deposit) by wire transfer to an account designated in writing by Seller;
(b) the Participation Agreement;
(c) the Operating Agreement;
(d) a Closing Certificate, executed by a principal executive officer of the general partner of Buyer, certifying that all of Buyer’s representations and warranties are true and correct in all material respects as of the Closing Date, and that Buyer has performed in all material respects all of the covenants required of it in this Agreement as of the Closing Date; and
(e) the Assignment and any other documents provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) make a wire transfer of the Closing Payment (less the Escrow Amount) to Sellers in immediately available funds;
(b) deliver to Sellers a certificate duly executed by an authorized officer of Buyer, dated as of Closing, certifying on behalf of Buyer that the conditions set forth in Section 7.01 and Section 7.02 have been fulfilled;
(c) if applicable, make a wire transfer of the Escrow Amount to the account more particularly described in the Escrow Agreement;
(d) execute, acknowledge and deliver to Sellers the Transition Services Agreement;
(e) take possession of the Assets; and
(f) execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby, including any state, federal or agency form assignments necessary to convey the Assets to Buyer.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) pay the Purchase Price (as adjusted pursuant to the provisions hereof) by completed wire transfers to Seller and such other parties as Seller shall designate to Buyer in writing prior to Closing;
(b) execute and deliver the Assignment;
(c) execute and deliver a certificate by a senior officer of Buyer certifying with respect to the matters set forth in Sections 9.01 and 9.02;
(d) execute and deliver the Limited Non-Competition Agreement;
(e) deliver to Seller any and all evidence reasonably requested by Seller that Buyer has complied with Section 4.07(b);
(f) execute and deliver the Insurance Assignment;
(g) execute and deliver the Transition Services Agreement; and
(h) execute, acknowledge and deliver any other agreements provided for herein or necessary to effectuate the transactions contemplated hereby.
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Sellers the Purchase Price (as adjusted pursuant to the provisions hereof) by wire transfer to an account designated in writing by Sellers;
(b) execute and deliver the Joint Operating Agreement;
(c) instruct the Escrow Agent to deliver the Deposit (together with any interest earned thereon) to Seller; and
(d) execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby, including any state, federal or agency form assignments necessary to convey the Assets to Buyer.
