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

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: (a) execute, acknowledge 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 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, including, without limitation appropriate state and federal assignments of record title and operating rights; (b) execute, acknowledge 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 acknowledge, and deliver any other agreements provided for herein or necessary or desirable to effectuate effect the transactions contemplated hereby, including a corporate resolution certified by the Secretary or other appropriate officer of Seller authorizing execution and performance of this Agreement and the transactions contemplated hereby; and (gf) 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: (a) execute, acknowledge and deliver to Buyer the Assignment in the form of Exhibit EG, 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 (gf) execute and deliver any documents or instruments required return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided by any Governmental Authority in order Buyer to transfer the operatorship of the Assets being operated by Seller to BuyerSeller.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge acknowledge, and deliver to Buyer the Assignment in the form of Exhibit ED, effective as of the Effective Time, and such other conveyances, assignments, transfers, bills of sale 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 acknowledge, and deliver to Buyer the Mineral Quitclaim Deed in the form of the attached Exhibit E, effective as of the Effective Time, to convey certain fee mineral interests located in the State of Wyoming; (c) 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; (cd) deliver to Buyer possession of the Assets (excluding the Records); (de) execute and deliver to Buyer an affidavit affidavits attesting to its their non-foreign status; (e) execute and deliver the Seismic License in form and substance reasonably satisfactory to Buyer; (f) execute, acknowledge acknowledge, and deliver any other agreements provided for herein herein, including without limitation a transition services agreement agreed upon by the Parties pursuant to Section 7.03 herein, or necessary or desirable to effectuate effect 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: (a) execute, acknowledge and deliver to Buyer the Assignment Assignment, in the form of Exhibit E, effective as of the Effective Timesufficient counterparts for filing in each appropriate county, 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 reasonably necessary or desirable to convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) executeupon request of Buyer, acknowledge execute 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 Hydrocarbon 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 BuyerEffective Time; (c) execute and deliver to Buyer possession of the Assets (excluding the Records)Closing Statement; (d) execute and deliver to Buyer an affidavit attesting to its non-foreign statusthe transition services agreement in the form set forth at Exhibit J; (e) execute and deliver to Buyer possession of the Seismic License in form and substance reasonably satisfactory to BuyerAssets; (f) deliver to Buyer a certificate under Section 1445(b)(2) of the Code executed by Seller, providing that Seller is not a foreign Person; (g) execute and deliver to Buyer appropriate change of operator forms on any Assets operated by Seller or its Affiliates; (h) deliver to Buyer recorded or recordable releases of all mortgage liens, security interests and financing statements granted by Seller that encumber the Assets, if any; (i) 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 12.01 and Section 12.02 have been satisfied; and (j) execute, acknowledge and deliver any other agreements provided for herein in this Agreement 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 this Agreement as may be reasonably requested by Seller to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge 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 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 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 to Buyer the Seismic License Transition Services Agreement in the form and substance reasonably satisfactory to Buyerof Exhibit F; (f) execute, acknowledge acknowledge, and deliver any other agreements provided for herein or necessary or desirable to effectuate effect 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: (a) execute, acknowledge and deliver to Buyer the Assignment Assignment, in the form of Exhibit E, effective as of the Effective Timesufficient counterparts for filing in each appropriate county, 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 reasonably necessary or desirable to convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) executeupon request of Xxxxx, acknowledge execute 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 Hydrocarbon 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 BuyerEffective Time; (c) execute and deliver to Buyer the Closing Statement; (d) deliver to Buyer possession of the Assets (excluding the Records)Assets; (de) deliver to Buyer a certificate under Section 1445(b)(2) of the Code executed by Xxxxxx, providing that Seller is not a foreign Person; (f) execute and deliver to Buyer an affidavit attesting to appropriate change of operator forms on those Assets operated by Seller or its non-foreign statusAffiliates; (eg) execute deliver to Xxxxx recorded or recordable releases of all mortgage liens, security interests and deliver financing statements granted by Xxxxxx that encumber the Seismic License in form and substance reasonably satisfactory to BuyerAssets, if any; (fh) 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 any other agreements provided for herein in this Agreement 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 this Agreement as may be reasonably requested by Seller to BuyerXxxxx.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of the Assignment assignment substantially in the form as set forth in Exhibit D of Exhibit E, effective as this Agreement (the “Assignment”) in 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, bills of sale and other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably 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 Effective Time as reasonably requested by Buyer prior to the Closing Date or the date operations and accounting functions are transferred to BuyerDate; (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) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller; (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Seismic License in form and substance reasonably satisfactory to BuyerStatement; (fh) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (gi) execute 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 deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship of the Assets being operated by Seller substance reasonably satisfactory to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of the Assignment assignment substantially in the form as set forth in Exhibit D of Exhibit E, effective as this Agreement (the “Assignment”) in 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, bills of sale and other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably 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 Effective Time as reasonably requested by Buyer prior to the Closing Date or the date operations and accounting functions are transferred to BuyerDate; (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) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller; (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Seismic License in form and substance reasonably satisfactory to BuyerStatement; (fh) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (gi) execute 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 deliver any documents or instruments required by any Governmental Authority in order to transfer the operatorship of the Assets being operated by Seller substance reasonably satisfactory to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge 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 sale, and other instruments (in form and substance mutually agreed upon by Buyer Xxxxx and Seller) as may be necessary or desirable to convey the Assets to Buyer, including, without limitation appropriate state and federal assignments of record title and operating rights; (b) execute, acknowledge 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 acknowledge, and deliver any other agreements provided for herein or necessary or desirable to effectuate effect the transactions contemplated hereby, including a corporate resolution certified by the Secretary or other appropriate officer of Seller authorizing execution and performance of this Agreement and the transactions contemplated hereby; and (gf) 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.