Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to): (a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”); (b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2); (c) Cause the persons listed on Schedule 11.4(c) to execute and deliver to Buyer resignation letters reasonably acceptable to Buyer; (d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and (e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Memorial Production Partners LP), Purchase and Sale Agreement (Memorial Production Partners LP)
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company Entities to):
(a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”);
(b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2);
(c) Cause the persons listed on Schedule 11.4(c) to execute and deliver to Buyer resignation letters reasonably acceptable to Buyer[Intentionally omitted];
(d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and
(e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Memorial Production Partners LP)
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to):
(a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”);
(b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2);
(c) Cause the persons listed on Schedule 11.4(c) to execute and deliver to Buyer resignation letters reasonably acceptable to Buyer[Intentionally omitted];
(d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and
(e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Memorial Production Partners LP)
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to):
(a) Execute and deliver to Buyer counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”);the
(b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Regulation
Section 1.14451. 1445-2(b)(2);
; (c) Cause the persons listed on Schedule 11.4(c11.4
(c) to execute and deliver to Buyer resignation letters reasonably acceptable to Buyer;
; (d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and
and (e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Actions of Seller at the Closing. At the Closing, Seller shall (and, as applicable, shall cause the Company to):
(a) Execute and deliver to Buyer Xxxxx counterparts of an assignment, substantially in the form as that attached as Exhibit H (the “Assignment”);
(b) Execute and deliver to Buyer an affidavit attesting to the non-foreign status of Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2);
(c) Cause the persons listed on Schedule 11.4(c) to execute and deliver to Buyer resignation letters reasonably acceptable to BuyerXxxxx;
(d) Deliver to Buyer counterparts of the mutual release, in a form substantially similar to the form attached hereto as Exhibit G (the “Mutual Release”) executed by Seller and the Persons listed on Schedule 11.4(d); and
(e) Execute and deliver to Buyer counterparts of the Transition Services Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement