Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, shall:
(a) execute, acknowledge, and deliver to Buyer the Assignments in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment in the form of Exhibit D-3) effective as of the Effective Time, 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;
(b) execute and deliver to Buyer 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;
(c) deliver to Buyer possession of the Assets (excluding the Records);
(d) execute and deliver to Buyer an affidavit attesting to its non-foreign status;
(e) execute and deliver the Transition Services Agreement if so requested by Buyer;
(f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic License;
(g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer of the Wind River Assets and Powder River Assets operated by Seller;
(h) execute, acknowledge and deliver a special warranty deed in the form of Exhibit E-1 covering the Xxxxxxx Office and execute, acknowledge and deliver the special warranty deed in the form of Exhibit E-2 covering fee mineral interests among the Piceance Basin Assets;
(i) execute and deliver to Buyer the Settlement Statement;
(j) execute and deliver to Parent Guarantor a copy of the Parent Guarantee; and
(k) execute and deliver to Buyer all other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Buyer.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer the Assignment in the form of Exhibit E, effective as of the Effective Time, 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) execute, acknowledge and deliver to Buyer such letters in lieu of transfer or division orders as may be reasonably requested by Buyer no less than five (5) business days prior to the Closing Date directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the later of the Closing Date or the date operations and accounting functions are transferred to Buyer;
(c) deliver to Buyer possession of the Assets (excluding the Records);
(d) execute and deliver to Buyer an affidavit attesting to its non-foreign status;
(e) execute and deliver the Seismic License in form and substance reasonably satisfactory to Buyer;
(f) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and
(g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship of the Assets being operated by Seller to Buyer.
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to):
(a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”);
(b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2);
(c) Cause the persons listed on Schedule 11.4(c) to execute and deliver to Buyer resignation letters reasonably acceptable to Buyer;
(d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and
(e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer original copies of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx are located and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer;
(b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date;
(c) deliver to Buyer possession of the Assets;
(d) execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);
(e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates);
(f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07;
(g) execute and deliver the Statement;
(h) execute and deliver the Transition Services Agreement;
(i) execute and deliver the Concurrent Rights Agreement;
(j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and
(k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer counterparts of the Conveyance;
(b) execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2);
(c) deliver to Buyer a certificate, duly executed by an authorized officer of Seller, certifying on behalf of Seller that the conditions set forth in Section 8.1 and Section 8.2 have been fulfilled;
(d) deliver to Buyer duly executed and acknowledged releases and terminations of any financing statements and other encumbrances and interests burdening the Assets in favor of the administrative agent under the Seller Credit Facility;
(e) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Seller at the Closing. At the Closing, Seller shall:
Actions of Seller at the Closing. At the Closing, Seller shall deliver to Purchaser:
(a) the Assignment and Xxxx of Sale (executed by Seller), in sufficient counterparts to facilitate recording in the applicable counties, together with such other assignments and related instruments as may be required by any Governmental Authority including, without limitation, change of operator and well transfer forms;
(b) a statement (executed by Seller) described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code;
(c) multiple counterparts of mutually acceptable division orders, transfer orders or letters in lieu thereof (executed by Seller) and joint directions to purchasers or pipeline transporters, as appropriate, necessary to inform same of consummation of the transactions contemplated hereby;
(d) the Closing Statement, duly executed by Seller;
(e) all written Third Party waivers, consents and approvals that Seller has obtained for Seller’s consummation of the transactions hereunder;
(f) duly executed releases of all Liens and other encumbrances burdening the Assets;
(g) a certificate by a senior officer of Seller certifying with respect to the matters set forth in Sections 9.01 and 9.02;
(h) an amount equal to all funds held in suspense by Seller as set forth on Schedule 5.07;
(i) Seller will execute and deliver to Buyer California Form 593-C, California Real Estate Withholding Certificate, certifying an exemption from withholding;
(j) any other instruments or agreements provided for herein, otherwise necessary to effectuate the transactions contemplated hereby, or reasonably requested by Purchaser; and
(k) any such further documents or instruments as may be agreed upon by the Parties as being reasonably necessary to complete the Closing.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer the Assignment (as defined in Exhibit D of this Agreement) and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer;
(b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Closing Date as reasonably requested by Buyer prior to the Closing Date;
(c) deliver to Buyer possession of the Assets;
(d) execute and deliver to Buyer an affidavit attesting to its non-foreign status;
(e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller; and
(f) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer the Assignment and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assigned Interests to Buyer; and
(b) execute, acknowledge and deliver to Seller any other agreements or documents provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Seller at the Closing. At the Closing, Seller shall:
(a) execute, acknowledge and deliver to Buyer an assignment of the Securities in the form attached hereto as Exhibit G (the “Assignment”);
(b) deliver to Buyer resignations of the board of directors/managers and officers of the Target Entities;
(c) execute and deliver the Transition Services Agreement;
(d) execute and deliver the Limited Non-Competition Agreement;
(e) execute and deliver a certificate by a senior officer of Seller certifying with respect to the matters set forth in Sections 10.01 and 10.02;
(f) execute and deliver an assignment in the form attached hereto as Exhibit K in order to give full effect to the provisions of Sections 1.02(i) and (j), which shall include covenants by Seller to provide assistance to collect the insurance covered under Sections 1.02(i) and (j) (the “Insurance Assignment”);
(g) execute and deliver to Buyer an affidavit attesting to its non-foreign status; and
(h) execute, acknowledge and deliver any other agreements provided for herein or necessary to effectuate the transactions contemplated hereby.
