Actions of Seller at Closing. At the Closing, Seller shall:
(a) execute and deliver to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assets;
(b) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Code;
(c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled;
(d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby;
(e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller;
(f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and
(g) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate the transactions contemplated hereby.
Actions of Seller at Closing. At the Closing and unless otherwise waived by Buyer, Seller shall have delivered to Buyer those deliveries set forth in Section 2.2.
Actions of Seller at Closing. At the Closing, Seller shall:
(a) execute and deliver to Buyer assignments, substantially in the form of Exhibit C (the “Assignments”), and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be necessary or desirable to convey ownership, title and possession of the Assets to Buyer;
(b) deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of the Code;
(c) deliver to Buyer releases of any mortgages and terminations of any security interests (in each case) with respect to the Assets that secure Seller’s and/or its Affiliates’ credit facilities; and
(d) execute and deliver any other agreements that are provided for herein or are necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Seller at Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer the Assignment and Xxxx of Sale, substantially in the form of Exhibit D (the “Assignment”), and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance mutually agreed upon by Buyer and Seller, as may be necessary or desirable to convey ownership, title and possession of the Assets to Buyer (the “Additional Assignments”) (except as set forth in Section 11.03);
(b) deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of the Code;
(c) deliver to Buyer releases of any mortgages and terminations of any security interests (in each case) securing Seller’s credit facilities;
(d) for Xxxxx of which Seller or its Affiliate is the designated operator, execute and deliver to Buyer: (i) a validly executed blanket transfer of P-4’s designating Linn Operating, Inc. as operator of the Xxxxx with the Texas Railroad Commission and (ii) any other forms or documents required to designate Buyer as operator of those Xxxxx;
(e) execute and deliver to Buyer letters in lieu of transfer or division orders;
(f) execute and deliver to Buyer the Transition Services Agreement in the form attached hereto as Exhibit F and
(g) execute, acknowledge and deliver any other agreements that are provided for herein or are necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:
3.2.1 Deeds containing special or limited warranty of title, duly executed by Seller in recordable form, conveying to Buyer good and marketable fee title to the Real Property described in Schedule 4.14, subject only to the liens and encumbrances permitted herein;
Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Xxxxx, Seller shall deliver to Buyer the following:
(a) Deeds containing special warranty of title, fully executed by each applicable Seller Entity in recordable form, conveying to each applicable Buyer Entity fee title to the Owned Real Property, and Assignments of Leases, fully executed by each applicable Seller Entity, assigning to each applicable Buyer Entity leasehold title to the Leased Real Property (the “Assignments of Leases”), subject only to the Permitted Encumbrances and the Assumed Liabilities;
(b) A General Assignment, Conveyance and Bill of Sale, fully executed by each applicable Seller Entity, conveying to each applicable Buyer Entity all of the Seller Entity’s right, title and interest in the Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities;
(c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by the applicable Seller Entity, conveying to each applicable Buyer Entity the Seller Entity’s interest in the Contracts;
Actions of Seller at Closing. At the Closing, Seller shall:
Actions of Seller at Closing. At the Closing, each Individual Seller shall:
(a) execute, acknowledge and deliver to Buyer a Xxxx of Sale substantially in the form of Exhibit "2" (the "Xxxx of Sale") and an Assignment and Assumption of Easements substantially in the form of Exhibit "3" (the "Assignment"), and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance reasonable requested by Buyer, or as may be necessary or desirable to convey ownership, title and possession of the Asset to Buyer (the "Additional Assignments");
(b) deliver an executed statement described in Treasury Regulation ss.1.1445-2(b)(2) certifying that such Individual Seller is not a "foreign person" within the meaning of the Code;
(c) deliver to Buyer releases and/or terminations of any mortgages, deeds of trust, security interests and financing statements applicable to the Asset securing such Individual Seller's credit facilities, including those listed on Schedule 6.01(o);
(d) execute and deliver to Buyer the certificate described in Section 8.02(e);
(e) deliver an executed termination of the Agreement for the Construction and Operation of the Hickory Creek Gas Gathering System, entered into as of the 1st day of September, 2003 by and between Xxx Xxxxxx Company (predecessor in interest to Range), and Hickory Creek Gathering, L.P.;
(f) except as otherwise provided in Section 10.03, deliver possession of the Asset to Buyer; and
(g) execute, acknowledge and deliver any other agreements that are provided for under this Agreement or are necessary or desirable to effectuate the transactions contemplated by this Agreement.
Actions of Seller at Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer a conveyance of the Assets substantially in the form of the Assignment, and such other conveyances, assignments, transfers, bills of sale and other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be necessary or desirable to convey the Assets to Buyer;
(b) deliver to Buyer possession of the Assets;
(c) execute and deliver to Buyer an affidavit attesting to Seller’s non‑foreign status;
(d) deliver a release of all mortgage liens, security interests and financing statements, in each case securing indebtedness for borrowed money by Seller or its Affiliates that encumber the Assets; and
(e) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
