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.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Goodrich Petroleum Corp), Purchase and Sale Agreement (Memorial Production Partners LP)
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Xxxxxxxx LLC Seller the Purchase Price (as adjusted), less the Deposit Amount, by wire transfer to an account designated in writing by Xxxxxxxx LLCSeller;
(b) deliver to the an escrow agent mutually agreeable to the Parties 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;
(gf) where notices of approval, consent, or waiver are received by Buyer pursuant to Section 6.4, deliver copies of those notices of approval;
(hg) execute execute, acknowledge and deliver all applicable federal and state change of operator (or other similar) forms with respect to Xxxxxxxx LLC the Transition Services AgreementAssets acquired by Buyer at Closing;
(ih) execute and acknowledge counterparts of the Conveyance (including applicable assignment forms required by Governmental Authorities) 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;
(i) execute and deliver the Transition Services Agreement; and
(j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
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Samples: Purchase and Sale Agreement (Goodrich Petroleum Corp)
Actions of Buyer at the Closing. At the Closing, Buyer shall:
(a) deliver to Xxxxxxxx LLC Seller the Purchase Price in immediately available federal funds (as adjusted), less with the Deposit Amount, adjustments and credits provided in Section 12.03) by wire transfer to an account accounts designated in writing by Xxxxxxxx LLCnotice to Buyer from Seller on or before the second Business Day before the Closing;
(b) deliver cause the Escrow Agent to release the Deposit to Seller pursuant to the escrow agent the amount equal to (i) the aggregate amount of all downward price adjustments for Title Defects pursuant to terms set forth in Section 7.4(a) and (ii) the aggregate amount of all Interest Addition Values for Interest Additions pursuant to Section 7.7(c3.02(b), in each case, as applicable;
(c) execute and deliver notice required under to Seller the Escrow Closing Statement;
(d) deliver to Seller evidence of Buyer’s compliance with the requirements of Section 7.07 (which, if qualification has not been approved by the applicable Governmental Authorities, Buyer shall provide copies of the requisite materials filed by Buyer with such Governmental Authorities);
(e) deliver to Seller a Closing Certificate dated as of the Closing Date, executed by an executive officer of Buyer, certifying that all of the conditions set forth in Section 9.01 and Section 9.02 have been satisfied;
(f) execute and deliver to Seller the Transition Services Agreement;
(dg) 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 execute, acknowledge and deliver to Xxxxxxxx LLC the Transition Services Agreement;
(i) execute and acknowledge Assignment, in sufficient counterparts of the Conveyance for filing in each appropriate county, and such other instruments (in form and substance agreed upon by the Seller Parties Buyer and BuyerSeller) as may be reasonably necessary to convey affect the conveyance of the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; and
(ji) execute, acknowledge and deliver any other agreements provided for herein in this Agreement or necessary or desirable to effectuate the transactions contemplated herebyby this Agreement as may be reasonably requested by Seller.
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