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

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, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Purchaser an Assignment, Xxxx of Sale and Conveyance in the form of Exhibit X-0B-1 (the “ARP Assignment”), 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, bills of sale and other instruments (on forms as required in form and substance mutually agreed upon by any Governmental AuthorityPurchaser and Seller) as may be necessary or desirable to transfer convey the ARP Assets to BuyerARP Purchaser; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent Purchaser an Assignment, Xxxx of Sale and Conveyance in the form of Exhibit B-2 (the “AGP Assignment”), 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 Purchaser and Seller) as may be necessary or desirable to convey the AGP Assets to AGP Purchaser; (c) cause Operator to execute, acknowledge and deliver to Purchaser one or more Assignments in the form of Exhibit D-4B-3 (the “Assignments by Operator”), Exhibit D-5 and Exhibit D-6 and the Additional Mineral Deeds; (c) deliver to Buyer possession effective as of the Assets Effective Time, and such other assignments, transfers and other instruments (excluding in form and substance mutually agreed upon by Purchaser and Seller) in each case as may be necessary or desirable to convey the Records)Contracts to ARP Purchaser and/or AGP Purchaser, as applicable; (d) execute and deliver the Statement evidencing the amount to Buyer an affidavit attesting to its non-foreign statusbe wire transferred into the account of Seller at Closing; (e) execute and deliver the Transition Services Agreement if so to Purchaser such letters in lieu of transfer or division orders as may be reasonably requested by BuyerPurchaser 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 Purchaser from and after the later of the Closing Date or the date operations and accounting functions are transferred to Purchaser; (f) execute and deliver to Buyer Purchaser possession of the Piceance JOAAssets by delivering to ARP possession of the ARP Assets and delivering to AGP possession of the AGP Assets (in each case, excluding the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseRecords); (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer Purchaser an affidavit (reasonably acceptable to Purchaser) attesting to its non-foreign status and meeting the operatorship to Buyer requirements of Section 1445(b)(2) of the Wind River Assets Code and Powder River Assets operated by Sellerthe regulations thereunder; (h) execute, acknowledge cause Operator to execute and deliver a special warranty deed in to Purchaser (i) appropriate change of operator notices required under applicable operating agreements, and (ii) all applicable forms and declarations required by federal and state agencies relative to Purchaser’s assumption of operations, all effective as of the form of Exhibit E-1 covering day immediately following 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 AssetsClosing Date; (i) execute and deliver to Buyer Purchaser an original of each KKR Waiver, release of KKR DOT, assignment of the Settlement StatementAssets to Operator pursuant to the Participation Agreement, and a letter indicating no further KKR interests in the Assets, in each case executed by the applicable Person; (j) execute and deliver to Parent Guarantor Purchaser a copy Transition Services Agreement in the form of Exhibit D (the Parent Guarantee“Transition Services Agreement”); and (k) execute execute, acknowledge and deliver to Buyer all any other instruments, documents, and other items reasonably agreements provided for herein or necessary or desirable to effectuate the terms of this Agreement, as may be reasonably requested by Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments an assignment in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 D (XXX Corp shall also execute, acknowledge and deliver the Assignment in the form of Exhibit D-3“Assignment”) effective as of the Effective Time, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance mutually agreed upon by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Assignments 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) execute and deliver to Buyer an officer’s certificate in the form of Exhibit D-4E-1, Exhibit D-5 dated as of the Closing Date, certifying that the conditions set forth in Section 8.01 and Exhibit D-6 and the Additional Mineral DeedsSection 8.02 have been fulfilled; (cd) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the Transition Services Agreement if so requested by Buyerrequirements of Treasury Regulation Section 1.1445-2(b)(2); (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 appropriate change of the Wind River Assets and Powder River operator forms on those Assets operated by Seller; (g) deliver to Buyer a recordable form of release of any pledge, mortgages, financing statements, fixture filings and security agreements, if any, affecting the Assets; (h) deliver to Buyer the Audited Special Financial Statements as of and for the year ended December 31, 2011 and the unaudited interim Special Financial Statements for the three months ended March 31, 2012; and (i) 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 any other instruments, documents, and other items reasonably agreements provided for herein or necessary or desirable to effectuate the terms of this Agreement, as may be reasonably requested by Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM CorpSeller shall execute (where applicable) and deliver to Buyer the following, as required, shallall of which shall be in form and content reasonably satisfactory to Buyer: (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 BuyerAssignment; (b) execute a Participation Agreement between Seller and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent the Assignments substantially in the form of attached hereto as Exhibit D-4, Exhibit D-5 and Exhibit D-6 and D (the Additional Mineral Deeds“Participation Agreement”); (c) deliver an Operating Agreement between Hilcorp Energy Company, as Operator, and Buyer and Seller, as Non-Operators, covering the Leases and substantially in the form attached to Buyer possession of the Assets Participation Agreement (excluding the Records“Operating Agreement”); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statuspossession of the Assets; (e) execute a Closing Certificate executed by a principal executive officer of Seller certifying that all of Seller’s representations and deliver warranties are true and correct in all material respects as of the Transition Services Closing Date, and that Seller has performed in all material respects all of the covenants required of Seller in this Agreement if so requested by Buyeras of the Closing Date; (f) execute and deliver a “non-foreign person” affidavit establishing that the transaction contemplated by this Agreement does not subject Buyer to Buyer the Piceance JOA, withholding requirement of the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseForeign Investment Real Property Tax Act of 1980; (g) execute a Request for Taxpayer Identification 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 Certification on Form W-9 certifying Seller’s federal employer identification number; (h) execute, acknowledge and deliver a special warranty deed in the form any necessary change 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 Assetsoperator forms on those Assets operated by Seller or its affiliates; (i) execute recorded or recordable releases of all mortgage liens, security interests, financing statements and deliver other similar liens and encumbrances granted by Seller to Buyer its lenders or other parties which encumber the Settlement Statement;Assets; and (j) execute and deliver to Parent Guarantor a copy of the Parent Guarantee; and (k) execute and deliver to Buyer all any other instruments, documents, and other items reasonably documents provided for herein or necessary or desirable to effectuate the terms of this Agreement, as may be reasonably requested by Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) upon written request of Buyer at least twenty-one (21) days prior to the Closing Date, execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time; (c) 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 DeedsClosing Statement; (cd) subject to the provisions of Section 14.03 regarding the Records, deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement if so requested Code executed by BuyerSeller, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on those Assets operated by Seller or Seller's Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Wind River Assets and Powder River Assets operated by SellerAssets, if any; (h) deliver to Buyer a Closing Certificate dated as of the Closing Date, executed by an executive officer of Seller, certifying that all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied; and (i) execute, acknowledge and deliver a special warranty deed any other agreements provided for 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 this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and Escrow Agent after 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 DeedsEffective Time; (c) execute and deliver to Buyer the Closing Statement; (d) subject to the provisions of Section 14.03 regarding the Records, deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement if so requested Code executed by BuyerSeller, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on those Assets operated by Seller or Seller’s Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Wind River Assets and Powder River Assets operated by SellerAssets, if any; (h) executedeliver to Buyer a Closing Certificate dated as of the Closing Date, acknowledge executed by Seller or by an executive officer of Seller or of Seller’s general partner, as applicable, certifying that all of the conditions set forth in Section 10.01 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 AssetsSection 10.02 have been satisfied; (i) execute and deliver to Buyer the Settlement Statement;Escrow Agent a joint instruction letter of the Parties, requesting that the Deposit be delivered to Seller, pursuant to Section 3.02(b); and (j) execute execute, acknowledge and deliver to Parent Guarantor a copy of the Parent Guarantee; and (k) execute and deliver to Buyer all any other instruments, documents, and other items reasonably agreements provided for in this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing 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 Buyereach appropriate county; (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 DeedsClosing Statement; (c) subject to the provisions of Section 11.03 regarding the Records, deliver to Buyer possession of the Assets (excluding the Records)Assets; (d) execute and deliver to Buyer an affidavit attesting to its non-a certificate under Section 1445(b)(2) of the Code executed by Seller, providing that Seller is not a foreign statusPerson; (e) execute and deliver the Transition Services Agreement if so requested to Buyer appropriate change of operator forms on those Assets operated by BuyerSeller or Seller’s Affiliates; (f) execute and deliver to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller or any of Seller’s Affiliates that encumber the Piceance JOAAssets, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseif any; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer letters-in-lieu of transfer or division orders relating to the Wind River Assets to reflect the transaction contemplated hereby, which letters shall be on forms prepared by Seller and Powder River Assets operated by Sellerreasonably satisfactory to Buyer; (h) Seller shall deliver to the Texas Railroad Commission change of operator forms designating Buyer as the operator of the Xxxxx and the Leases currently operated by any Seller and any Seller that is currently an operator of the Assets shall execute and deliver resignation of operatorship letters reasonably acceptable to Buyer; and (i) execute, acknowledge and deliver a special warranty deed any other agreements provided for 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 this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corpthe following documents shall be delivered and the following actions shall be taken by Seller and the documents and actions set forth in Section 12.06 shall be delivered and taken by Buyer, as required, shallthe execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to BuyerBuyer (or to a wholly owned subsidiary of Buyer designated by Buyer no later than one (1) Business Day prior to Closing), including appropriate state and federal assignments of record title and operating rights; (b) upon request of Buyer, execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and Escrow Agent after 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 DeedsEffective Time; (c) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting acknowledgment of the Closing Statement; (d) deliver to its non-foreign statusBuyer (or to a wholly owned subsidiary of Buyer designated by Buyer no later than one (1) Business Day prior to Closing) possession of the Assets; (e) execute deliver to Buyer a certificate under Section 1445(b)(2) of the Code executed by Resolute Parent, providing that Resolute Parent is neither a disregarded entity nor a foreign person within the meaning of the Code and deliver the Transition Services Agreement if so requested by BuyerTreasury Regulations promulgated thereunder; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on any Assets operated by Seller or its Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Wind River Assets and Powder River Assets operated by Sellerreasonably satisfactory to Buyer, if any; (h) executedeliver to Buyer a Closing Certificate dated as of the Closing Date, acknowledge executed by an executive officer of Seller, certifying that all of the conditions set forth in Section 10.01 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;Section 10.02 have been satisfied (i) execute and deliver to Buyer the Settlement Statementa Transition Services Agreement; (j) execute and deliver to Parent Guarantor Buyer and Escrow Agent a copy of joint instruction letter directing the Parent GuaranteeEscrow Agent to deliver the Deposit to Seller; and (k) execute execute, acknowledge and deliver to Buyer all any other instruments, documents, and other items reasonably agreements provided for in this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityXxxxx and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) upon written request of Xxxxx at least twenty-one (21) days prior to the Closing Date, execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time; (c) 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 DeedsClosing Statement; (cd) subject to the provisions of Section 14.03 regarding the Records, deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement if so requested Code executed by BuyerXxxxxx, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on those Assets operated by Seller or Seller's Affiliates; (g) execute deliver to Xxxxx recorded or recordable releases of all mortgage liens, security interests and deliver any documents or instruments required financing statements granted by any Governmental Authority in order to transfer Xxxxxx that encumber the operatorship to Buyer of the Wind River Assets and Powder River Assets operated by SellerAssets, if any; (h) deliver to Buyer a Closing Certificate dated as of the Closing Date, executed by an executive officer of Seller, certifying that all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied; and (i) execute, acknowledge and deliver a special warranty deed any other agreements provided for 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 this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by BuyerXxxxx.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) upon request of Buyer, execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time; (c) 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 DeedsClosing Statement; (cd) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement Code executed by Seller (or Seller’s tax owner, if so requested by BuyerSeller is an entity disregarded as separate from its owner for federal income tax purposes), providing that Seller (or Seller’s tax owner, if Seller is an entity disregarded as separate from its owner for federal income tax purposes) is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on any Assets operated by Seller or its Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Wind River Assets and Powder River Assets operated by SellerAssets, if any; (h) deliver to Buyer a Closing Certificate dated as of the Closing Date, executed by an executive officer of Seller, certifying that all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied; and (i) execute, acknowledge and deliver a special warranty deed any other agreements provided for 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 this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) upon request of Buyer, execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time; (c) 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 DeedsClosing Statement; (cd) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement if so requested Code executed by BuyerSeller, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on those Assets operated by Seller or its Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Wind River Assets and Powder River Assets operated by SellerAssets, if any; (h) deliver to Buyer a Closing Certificate dated as of the Closing Date, executed by an executive officer of Seller, certifying that all of the conditions set forth in Section 10.01 and Section 10.02 have been satisfied; and (i) execute, acknowledge and deliver a special warranty deed any other agreements provided for 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 this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller 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 DeedsSettlement Statement; (c) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit a certificate attesting to its non-foreign status; (ed) execute and deliver the Transition Services Agreement if so requested by Buyer; (e) deliver the release of the JPMorgan Xxxxx Xxxx executed and acknowledged by JPMorgan Chase Bank, N.A.; (f) execute and deliver a letter to Buyer Xxxxx Fargo Bank, National Association, as escrow agent, terminating that certain Escrow Agreement dated to be effective on December 31, 2012 by and among Seller, Encore Energy Partners Operating, LLC and such escrow agent (the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic License“Escrow Agent Termination Letter”); (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 Special Warranty Deed and execute, acknowledge and deliver the special warranty deed in the form of Exhibit E-2 covering fee mineral interests among the Piceance Basin AssetsSpecial Warranty Mineral Deed; (i) execute and deliver to Buyer possession of the Settlement Statement;Assets (excluding the Records) (j) execute and deliver to Parent Guarantor a copy of the Parent Guarantee; (k) execute and deliver the novation of the Sale-Leaseback Agreement, if available; and (kl) 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, Xxxxxxx and/or CBM CorpSeller shall execute (where applicable) and deliver to Buyer the following, as required, shallall of which shall in form and content reasonably satisfactory to Buyer: (a) executethe Assignments, 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 such letters in the form lieu 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 transfer 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, division orders as may be reasonably requested by Buyer no less than three (3) 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 Effective Time; (c) possession of all of the Assets; (d) a Closing Certificate executed by a principal executive officer of Seller certifying that all of Seller’s representations and warranties are true and correct in all material respects as of the Closing Date and that Seller has performed in all material respects all of the covenants required of it in this Agreement as of the Closing Date; (e) a “non-foreign person” affidavit establishing that the transaction contemplated by this Agreement does not subject Buyer to the withholding requirements of the Foreign Investment Real Property Tax Act of 1980; (f) a duly executed Request for Taxpayer Identification and Certification on Form W-9 certifying Seller’s federal employer identification number; (g) recordable releases of all mortgage liens, security interests and financing statements, if any, covering the Assets; (h) recordable reassignments of the TCW Net Profits Interest to Xxxxxxx Energy I, Ltd. insofar as it covers the Assets; and (i) any other agreements provided for herein or any other documents required to be executed by Seller in order to effectuate the transactions contemplated by this Agreement, in form reasonably acceptable to Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer original copies of the Assignments assignment substantially in the form as set forth in Exhibit D of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 this Agreement (XXX Corp shall also execute, acknowledge and deliver the Assignment “Assignment”) in the form of Exhibit D-3) effective as sufficient counterparts for recordation in each of the Effective Time, counties in which the Leases and Wxxxx are located and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance mutually agreed upon by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Assignments in Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6 and Effective Time as reasonably requested by Buyer prior to the Additional Mineral DeedsClosing Date; (c) deliver to Buyer possession of the Assets (excluding the Records)Assets; (d) execute and deliver to Buyer an affidavit attesting to its a certificate of non-foreign statusstatus of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) execute and deliver the Transition Services Agreement if so requested to Buyer appropriate change of operator forms on those Assets operated by BuyerSeller (or any of its affiliates); (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseStatement; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer of Transition Services Agreement (h) execute and deliver the Wind River Assets and Powder River Assets operated by SellerConcurrent Rights Agreement; (hi) execute, acknowledge and deliver a special warranty deed any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; (j) deliver to Buyer appropriate releases in the recordable form of Exhibit E-1 covering any financing liens upon the Xxxxxxx Office Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer; (k) execute, acknowledge and deliver to Buyer original copies of the special warranty mineral deed substantially in the form as set forth in Exhibit E of Exhibit E-2 covering fee mineral interests among this Agreement (the Piceance Basin Assets; (i“Mineral Deed”) execute for recordation in Mxxxxx County, Texas, and deliver such other instruments as may be reasonably necessary to Buyer convey the Settlement Statement; (j) execute and deliver Mineral Interest to Parent Guarantor a copy of the Parent GuaranteeBuyer; and (kl) execute and Seller will deliver a letter to Buyer all other instruments, documents, at Closing stating that full carve out audited financial statements are not available and other items reasonably necessary are impracticable for Seller to effectuate the terms of this Agreement, prepare as may be reasonably requested by Buyernoted in Section 17.16(a).

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM CorpClosing (or any delayed closing, as requiredapplicable), Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer the Assignments Assignment, in the form of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge and deliver the Assignment sufficient counterparts for filing in the form of Exhibit D-3) effective as of the Effective Timeeach appropriate county, and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) execute and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and Escrow Agent after 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 DeedsEffective Time; (c) execute and deliver to Buyer the Closing Statement; (d) subject to the provisions of Section 14.03 regarding the Records, deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusAssets; (e) execute and deliver to Buyer a certificate under Section 1445(b)(2) of the Transition Services Agreement if so requested Code executed by BuyerSeller, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic Licenseappropriate change of operator forms on those Assets operated by Seller or Seller’s Affiliates; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller or any Affiliate of Seller that encumber the Wind River Assets and Powder River Assets operated by Seller;Assets, if any; {1914556;9} - 36 - (h) executedeliver to Buyer a Closing Certificate dated as of the Closing Date, acknowledge executed by Seller or by an executive officer of Seller or of Seller’s general partner, as applicable, certifying that all of the conditions set forth in Section 10.01 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 AssetsSection 10.02 have been satisfied; (i) execute and deliver to Buyer the Settlement Statement;Escrow Agent a joint instruction letter of the Parties, requesting that the Deposit be delivered to Seller; and (j) execute execute, acknowledge and deliver to Parent Guarantor a copy of the Parent Guarantee; and (k) execute and deliver to Buyer all any other instruments, documents, and other items reasonably agreements provided for in this Agreement or necessary or desirable to effectuate the terms of transactions contemplated by this Agreement, Agreement as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer original copies of the Assignments assignment substantially in the form as set forth in Exhibit D of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 this Agreement (XXX Corp shall also execute, acknowledge and deliver the Assignment “Assignment”) in the form of Exhibit D-3) effective as sufficient counterparts for recordation in each of the Effective Time, counties in which the Leases and Wxxxx are located and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance mutually agreed upon by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Assignments in Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6 and Effective Time as reasonably requested by Buyer prior to the Additional Mineral DeedsClosing Date; (c) deliver to Buyer possession of the Assets (excluding the Records)Assets; (d) execute and deliver to Buyer an affidavit attesting to its a certificate of non-foreign statusstatus of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) execute and deliver the Transition Services Agreement if so requested to Buyer appropriate change of operator forms on those Assets operated by BuyerSeller (or any of its affiliates); (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseStatement; (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 SellerTransition Services Agreement; (h) execute and deliver the Concurrent Rights Agreement; (i) execute, acknowledge and deliver a special warranty deed in any other agreements provided for herein or necessary or desirable to effectuate 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 Statementtransactions contemplated hereby; (j) execute and deliver to Parent Guarantor a copy Buyer appropriate releases in recordable form of any financing liens upon the Parent GuaranteeAssets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer; and (k) execute and deliver to Buyer all other instruments, documents, and other items reasonably necessary to effectuate the terms Termination of this Participation Agreement, as may be reasonably requested by Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller 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 DeedsSettlement Statement; (c) deliver to Buyer possession of the Assets (excluding the Records); (d) execute and deliver to Buyer an affidavit a certificate attesting to its non-foreign status; (ed) execute and deliver the Transition Services Agreement if so requested by Buyer; (e) deliver the release of the JPMorgan Xxxxx Xxxx executed and acknowledged by JPMorgan Chase Bank, N.A.; (f) execute and deliver a letter to Buyer Xxxxx Fargo Bank, National Association, as escrow agent, terminating that certain Escrow Agreement dated to be effective on December 31, 2012 by and among Seller, Encore Energy Partners Operating, LLC and such escrow agent (the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic License“Escrow Agent Termination Letter”); (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 Special Warranty Deed and execute, acknowledge and deliver the special warranty deed in the form of Exhibit E-2 covering fee mineral interests among the Piceance Basin AssetsSpecial Warranty Mineral Deed; (i) execute and deliver to Buyer possession of the Settlement Statement;Assets (excluding the Records) (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 novation of this the Sale-Leaseback Agreement, as may be reasonably requested by Buyer.if available; and

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM CorpSeller shall execute (where applicable) and deliver to Buyer the following, as required, shallall of which shall be in form and content reasonably satisfactory to Buyer and if requested by Buyer each individual Seller shall join in such execution: (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, sufficient counterparts for filing in each filing jurisdiction and such other conveyancesinstruments, assignmentsincluding, transferswithout limitation, appropriate State and other instruments (on forms as required by any Governmental Authority) Federal assignments as may be reasonably necessary to transfer convey the Assets to Buyer; (b) execute letters in lieu of transfer or division orders directing all purchasers of Hydrocarbon production from the Subject Interests to make payment of proceeds attributable to such production from and deliver after the Effective Time 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 DeedsBuyer; (c) deliver to Buyer possession of the Assets (excluding the Records)Assets; (d) execute a Closing Certificate executed by a principal executive officer of Seller certifying that all of Seller’s representations and deliver to Buyer an affidavit attesting to its non-foreign statuswarranties that are not qualified by materiality are true and correct in all material respects, that all of Seller’s representations and warranties that are qualified by materiality are true and correct in all respects, in each case as of the Closing Date, and that Seller has performed in all material respects all of the covenants required of Seller in this Agreement as of the Closing Date; (e) execute and deliver a “non-foreign person” affidavit establishing that the Transition Services transaction contemplated by this Agreement if so requested by Buyerdoes not subject Buyer to the withholding requirement of the Foreign Investment Real Property Tax Act of 1980; (f) execute a Request for Taxpayer Identification and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseCertification on Form W-9 certifying Seller’s federal employer identification number; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer appropriate change of the Wind River Assets and Powder River operator forms on those Assets operated by SellerSeller or its affiliates; (h) executerecorded or recordable releases of all mortgage liens, acknowledge security interests, financing statements and deliver a special warranty deed in other similar liens and encumbrances granted by Seller to its lenders which encumber 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;; and (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 any other instruments, documents, and other items reasonably documents provided for herein or necessary or desirable to effectuate the terms of this Agreement, as may be reasonably requested by Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, acknowledge and deliver to Buyer original copies of the Assignments assignment substantially in the form as set forth in Exhibit D of Exhibit X-0, Xxxxxxx X-0 xxx Xxxxxxx X-0 this Agreement (XXX Corp shall also execute, acknowledge and deliver the Assignment “Assignment”) in the form of Exhibit D-3) effective as sufficient counterparts for recordation in each of the Effective Time, counties in which the Leases and Xxxxx are located and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance mutually agreed upon by any Governmental AuthorityBuyer and Seller) as may be reasonably necessary to transfer convey the Assets to Buyer; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and execute, acknowledge and deliver to Escrow Agent Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Assignments in Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6 and Effective Time as reasonably requested by Buyer prior to the Additional Mineral DeedsClosing Date; (c) deliver to Buyer possession of the Assets (excluding the Records)Assets; (d) execute and deliver to Buyer an affidavit attesting to its a certificate of non-foreign statusstatus of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) execute and deliver the Transition Services Agreement if so requested to Buyer appropriate change of operator forms on those Assets operated by BuyerSeller (or any of its affiliates); (f) execute and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseStatement; (g) execute and deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer of Transition Services Agreement (h) execute and deliver the Wind River Assets and Powder River Assets operated by SellerConcurrent Rights Agreement; (hi) execute, acknowledge and deliver a special warranty deed any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; (j) deliver to Buyer appropriate releases in the recordable form of Exhibit E-1 covering any financing liens upon the Xxxxxxx Office Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer; (k) execute, acknowledge and deliver to Buyer original copies of the special warranty mineral deed substantially in the form as set forth in Exhibit E of Exhibit E-2 covering fee mineral interests among this Agreement (the Piceance Basin Assets; (i“Mineral Deed”) execute for recordation in Xxxxxx County, Texas, and deliver such other instruments as may be reasonably necessary to Buyer convey the Settlement Statement; (j) execute and deliver Mineral Interest to Parent Guarantor a copy of the Parent GuaranteeBuyer; and (kl) execute and Seller will deliver a letter to Buyer all other instruments, documents, at Closing stating that full carve out audited financial statements are not available and other items reasonably necessary are impracticable for Seller to effectuate the terms of this Agreement, prepare as may be reasonably requested by Buyernoted in Section 17.16(a).

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, Seller shall: (a) execute, acknowledge, 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 counterparts of the Effective Time, Conveyance and such other conveyances, assignments, transfers, and other instruments (on forms as required in form and substance agreed upon by any Governmental Authoritythe Parties) as may be reasonably necessary to transfer convey the Assets to BuyerBuyer in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) execute and deliver to Buyer and Escrow Agent notice required under 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 DeedsAgreement; (c) deliver to Buyer possession of the Assets (excluding except the RecordsSuspense Funds, which shall be conveyed to Buyer by way of a downward adjustment to the Purchase Price as provided in Section 11.2(c)(viii)); (d) execute and deliver to Buyer an affidavit attesting to its the non-foreign statusstatus of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2); (e) execute and deliver letters-in-lieu of division order to reflect the Transition Services Agreement if so requested transactions contemplated hereby, which letters shall be on forms prepared by Seller and reasonably acceptable to Buyer; (f) execute and deliver to Buyer a certificate, duly executed by an authorized officer of Seller, certifying on behalf of Seller that the Piceance JOA, the Accommodation Agreement, the Marketing Agreement conditions set forth in Section 10.1 and the Seismic LicenseSection 10.2 have been fulfilled; (g) execute and where notices of approval, consent, or waiver are received by Seller pursuant to Section 6.4, deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship to Buyer copies of the Wind River Assets and Powder River Assets operated by Sellerthose notices of approval; (h) deliver to Buyer on forms reasonably acceptable to Buyer duly executed and acknowledged releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening the Assets (or any thereof), in sufficient duplicate originals to permit recording in all relevant jurisdictions; (i) execute, acknowledge and deliver a special warranty deed in all applicable federal and state change of operator (or other similar) forms with respect to 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 Assets acquired by Buyer the Settlement Statementat Closing; (j) execute and deliver to Parent Guarantor a copy of the Parent GuaranteeTransition Services Agreement; and (k) execute execute, acknowledge and deliver to Buyer all any other instruments, documents, and other items reasonably agreements provided for herein or necessary or desirable to effectuate the terms of this Agreement, as may be reasonably requested by Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM Corp, as required, shall: Seller shall deliver to Purchaser each of the following items: (a) executesuch bills of sale and assignment instruments, acknowledgeincluding a Bill of Sale and an Assignment and Assumption Agreement in txx xorms respectively set forth in Exhibits A and B annexed hereto, as shall be appropriate to carry out the intent of this Agreement and sufficient to sell, convey, transfer, assign and deliver to Buyer Purchaser all right, title and interest of Seller in and to the Assignments in the form Acquired Assets, free and clear of Exhibit X-0all liens, Xxxxxxx X-0 xxx Xxxxxxx X-0 (XXX Corp shall also execute, acknowledge charges 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; encumbrances; (b) execute and deliver to Buyer and Escrow Agent the Escrow Agreement and executesuch certificates, 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, opinions and other items reasonably necessary documents as are required to effectuate be delivered by Seller pursuant to the terms of this Agreement, including the St. Louis Packaging Agreement (as defined in Section 8.4 below) and the Noncompetition Agreement in the form set forth in Exhibit C annexed hereto and (c) such other instruments and documents (including, but not limited to, purchase price allocation and the Consents to the assignments of the Patheon Agreement and the Banner Agreement as defined below, if consent is required by the terms of these two agreements) as are contemplated by this Agreement or as counsel for Purchaser may reasonably require as necessary or desirable in connection with the transactions contemplated by this Agreement. Seller will deliver or cause to be reasonably requested delivered to Purchaser at Closing all of the Acquired Assets except (i) Inventory shall be shipped by BuyerSeller to Purchaser's office F.O.B. Seller's warehouse within one business day after the Closing Date (ii) Sample Inventory shall be delivered to Seller as set forth in Section 2.2(b) above, (iii) managed care agreements and related managed care and Medicaid information shall be delivered as provided in the Memorandum of Understanding Regarding Transition Services (as defined in Section 3.4 below), and (iv) the Acquired Assets described in subsections (b), (c), (f) and (i) of Section 1.1 shall be delivered within seven (7) calendar days after the Closing Date.

Actions of Seller at the Closing. At the Closing, Xxxxxxx and/or CBM CorpSeller shall execute (where applicable) and deliver to Buyer the following, as required, shallall of which shall in form and content reasonably satisfactory to Buyer: (a) executethe Assignment, acknowledgein sufficient counterparts for filing in each filing jurisdiction, 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 such letters in lieu of transfer or division orders as may be reasonably requested by Buyer no less than three (3) 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 Escrow Agent after 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 DeedsEffective Time; (c) deliver to Buyer possession of all of the Assets (excluding the Records)Assets; (d) execute a Closing Certificate executed by a principal executive officer of Seller certifying that all of Seller's representations and deliver to Buyer an affidavit attesting to its non-foreign statuswarranties are true and correct in all material respects as of the Closing Date and that Seller has performed in all material respects all of the covenants required of it in this Agreement as of the Closing Date; (e) execute and deliver a “non-foreign person” affidavit establishing that the Transition Services transaction contemplated by this Agreement if so requested by Buyerdoes not subject Buyer to the withholding requirements of the Foreign Investment Real Property Tax Act of 1980; (f) execute a duly executed Request for Taxpayer Identification and deliver to Buyer the Piceance JOA, the Accommodation Agreement, the Marketing Agreement and the Seismic LicenseCertification on Form W-9 certifying Seller’s federal employer identification number; (g) execute recordable releases of all mortgage liens, security interests and deliver any documents or instruments required by any Governmental Authority in order to transfer financing statements, if any, covering the operatorship to Buyer Assets; (h) recordable reassignments of the Wind River Assets and Powder River TCW Net Profits Interest to Xxxxxxx Energy I, Ltd. reflecting that the TCW Net Profits Interests has terminated by merger insofar as it covers the Assets; (i) appropriate change of operator forms for those Assets operated by Seller; (hj) execute, acknowledge and Seller shall deliver a special warranty deed to Buyer all monies held in suspense by Seller for the form account of Exhibit E-1 covering third parties in respect of 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; (ik) execute and deliver Seller shall file with all appropriate parties notices of change of ownership of the Assets from Seller to Buyer in accordance with the Settlement Statement; (j) execute and deliver to Parent Guarantor a copy requirements under any of the Parent GuaranteeContracts; and (kl) execute and deliver any other agreements provided for herein or any other documents required to Buyer all other instruments, documents, and other items reasonably necessary be executed by Seller in order to effectuate the terms of transactions contemplated by this Agreement, as may be in form reasonably requested by acceptable to Buyer.

Actions of Seller at the Closing. At the Closing, Xxxxxxx BBC and/or CBM Corp, as required, Circle B shall: (a) execute and deliver to Buyer the Settlement Statement; (b) execute, acknowledge, and deliver to Buyer the Assignments in the form of Exhibit X-0Assignment, 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 the applicable Governmental Authority) as may be necessary or appropriate to transfer the Assets, other than the Fee Mineral Interests, the Fee Surface Interests, and those Assets set forth in the Roosevelt Deed, to Buyer; (bc) execute, acknowledge and deliver to Buyer the Surface Deeds, effective as of the Effective Time; (d) execute, acknowledge and deliver to Buyer the Mineral Deeds, effective as of the Effective Time; (e) execute, acknowledge and deliver to Buyer the Roosevelt Deed; (f) execute, acknowledge and deliver to Buyer transfer orders or letters in lieu thereof notifying all purchasers of production of the change of ownership of the Assets and directing all purchasers of production to make payment to Buyer of proceeds attributable to production from the Assets; (g) execute and deliver to Buyer any documents or instruments required by the applicable Governmental Authority or other person or entity in order to transfer the operatorship to Buyer of the Assets; (h) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Article 9 have been fulfilled (the “Seller’s Closing Certificate”); (i) deliver to Buyer recordable releases of any mortgages, deeds of trust, security interests and Escrow Agent other similar encumbrances (except Permitted Encumbrances, but specifically including the Escrow Agreement JPMorgan Chase Liens) affecting any of the Assets that arise by, through or under Seller or any of its affiliates, which releases will be in form and execute, acknowledge substance customary in the industry and reasonably satisfactory to Buyer; (j) execute and deliver to Escrow Agent the Assignments Buyer a certificate attesting to its non-foreign status in the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6 and the Additional Mineral DeedsH; (ck) execute and deliver to Buyer the Aurora Gathering Membership Interest Purchase Agreement and the assignment specified therein; (l) deliver to Buyer copies of the executed consents obtained pursuant to Section 4.06; (m) execute and deliver to Buyer the Seismic License; (n) deliver to Buyer possession of the Assets (excluding the Records); (do) execute and deliver joint written instructions directing the Escrow Agent to Buyer an affidavit attesting pay the Deposit 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 (kp) execute and deliver to Buyer all other instruments, documents, and other items reasonably necessary or appropriate to effectuate the terms of this Agreement, as may be reasonably requested by Buyer.