Common use of Actions of Buyer at the Closing Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

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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 Buyer and the Companyeach Company Entity; (d) Execute and deliver to Seller counterparts of the Transition Services Agreement; (e) Pay in full all amounts outstanding under the Company Seller Credit Facility; and (f) Pay in full any reasonable and documented out-of-pocket costs and expenses of the any Company Entity or Seller incurred directly in connection with the novation or termination of any of the Xxxxxx.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Memorial Production Partners LP)

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 Buyer 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Memorial Production Partners LP), Purchase and Sale Agreement (Memorial Production Partners LP)

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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 Buyer 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 Seller 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Memorial Production Partners LP)

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