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 original copies of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx are located and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver to Buyer possession of the Assets; (d) execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx Xxxxx are located and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver to Buyer possession of the Assets; (d) execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (jf) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and; (kg) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer; and (h) Seller will deliver a letter to Buyer at Closing stating that full carve out audited financial statements are not available and are impracticable for Seller to prepare as noted in Section 17.16(a).

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge acknowledge, and deliver to Buyer original copies of Buyers the assignment substantially Assignment in the form of Exhibit D, effective as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx are located Effective Time, and such other conveyances, assignments, transfers, bills of sale, and other instruments (in form and substance mutually agreed upon by Buyer Seller and SellerPrima) as may be reasonably necessary or desirable to convey the Assets to BuyerBuyers, including, as appropriate, separate counterpart assignments on officially approved federal and state forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements; (b) execute, acknowledge acknowledge, and deliver to Buyer Prima such letters in lieu of transfer or division orders as may be reasonably requested by Prima prior to the Closing directing all purchasers of production from the Subject Interests to make payment of each Buyer’s Proportionate Share of the proceeds attributable to such production to each respective Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver to Buyer Prima possession of the Assets, including the Records to the extent the Records are in the possession of Seller and are not subject to contractual restrictions on transferability; provided, however, Seller shall have the right at its sole expense to make and retain copies of any of the Records; (d) execute and deliver to Buyer a certificate of Prima an affidavit attesting to Seller’s non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2)status; (e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (j) execute, acknowledge and deliver to Prima recordable releases of the Macquarie Liens; and (f) execute, acknowledge, and deliver any other agreements agreements, or notices to third parties provided for herein or necessary or desirable to effectuate effect the transactions contemplated hereby; and (k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of an Assignment in a form agreed to by the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx are located parties hereto and such other instruments (in substantially the form and substance mutually agreed upon by Buyer and Sellerset forth in Exhibit E of this Agreement)) as may be reasonably necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders orders, in either case prepared by Buyer in mutually acceptable form, directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver to Buyer possession of the Assets; (d) execute and deliver to appropriate regulatory forms, prepared by Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2)in mutually acceptable form, appointing Parsley Energy Operations, LLC as operator for those Assets; (e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) execute and deliver to Buyer an amount equal affidavit, in either case prepared by Buyer in mutually acceptable form, attesting to the suspense funds set forth on Schedule 5.07;its non-foreign status; and (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (jf) execute, acknowledge and deliver any other agreements provided for herein or documents necessary or desirable to effectuate the transactions contemplated hereby; and (kg) deliver use good faith and diligent efforts to Buyer appropriate releases in recordable form obtain from the current operator execution of any financing liens upon such of the Assetsforegoing documents, duly executed by or supplements thereto, are necessary or desirable to effectuate the lender(s) of record in form and substance reasonably satisfactory to Buyertransactions contemplated hereby.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) , in sufficient counterparts for recordation filing in each of the counties in which the Leases and Wxxxx are located appropriate county, and such other instruments (in form -36- and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer, including appropriate state and federal assignments of record title and operating rights; (b) executeupon written request of Buyer at least twenty-one (21) days prior to the Closing Date, acknowledge 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 as reasonably requested by Buyer prior to the Closing DateTime; (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; (de) execute and deliver to Buyer a certificate under Section 1445(b)(2) of non-the Code executed by Seller, providing that Seller is not a foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2)Person; (ef) execute and deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07Seller's Affiliates; (g) execute deliver to Buyer recorded or recordable releases of all mortgage liens, security interests and deliver financing statements granted by Seller that encumber the StatementAssets, if any; (h) execute 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 deliver the Transition Services Agreement;Section 10.02 have been satisfied; and (i) execute and deliver the Concurrent Rights Agreement; (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 (k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance this Agreement as may be reasonably satisfactory to requested by Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx Xxxxx are located and such other instruments (in form and substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver to Buyer possession of the Assets; (d) execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2); (e) deliver to Buyer appropriate change of operator forms on those Assets operated by Seller (or any of its affiliates); (f) deliver to Buyer an amount equal to the suspense funds set forth on Schedule 5.07; (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer.

Actions of Seller at the Closing. At the Closing, Seller shall: (a) execute, acknowledge and deliver to Buyer original copies counterparts of the assignment substantially in the form as set forth in Exhibit D of this Agreement (the “Assignment”) in sufficient counterparts for recordation in each of the counties in which the Leases and Wxxxx are located Conveyance and such other instruments (in form and substance mutually agreed upon by Buyer Seller and SellerBuyer) as may be reasonably necessary to convey the Assets to BuyerBuyer in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) executedeliver, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; (c) deliver available, to Buyer possession of the Assets; (dc) execute and deliver to Buyer a certificate of an affidavit attesting to the non-foreign status of Seller; (d) deliver to Buyer a certificate, duly executed by an authorized officer of Seller, certifying on behalf of Seller meeting that the requirements of Treasury Regulation Section 1.1445-2(b)(2)conditions set forth in Sections 9.1 and 9.2 have been fulfilled; (e) execute, acknowledge and deliver to Buyer appropriate change any forms required by any Governmental Authority relating to the assumption of operator forms on those Assets operated operations by Seller (or any of its affiliates)Buyer, where applicable; (f) deliver to Buyer an amount equal to duly executed and acknowledged releases and terminations of any and all mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening the suspense funds set forth on Schedule 5.07;Assets (or any thereof), excluding the Permitted Encumbrances; and (g) execute and deliver the Statement; (h) execute and deliver the Transition Services Agreement; (i) execute and deliver the Concurrent Rights Agreement; (j) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (k) deliver to Buyer appropriate releases in recordable form of any financing liens upon the Assets, duly executed by the lender(s) of record in form and substance reasonably satisfactory to Buyer.