Actions of Sellers at Closing. At the Closing and unless otherwise waived in writing by Bxxxxx, Sellers shall deliver to Buyers the following:
(i) Deeds containing special warranty of title (the “Deeds”), fully executed by each applicable Seller in recordable form, conveying to each applicable Buyer fee simple title to the Owned Real Property, and (ii) assignments of leases (the “Assignments of Leases”), fully executed by each applicable Seller, assigning to each applicable Buyer leasehold title to the Leased Real Property, in each case, subject only to the Permitted Encumbrances and the Assumed Liabilities;
(b) With respect to each applicable Buyer, a General Assignment, Conveyance and Bill of Sale, fully executed by each applicable Seller, conveying to each applicable Buyer all of such Seller’s right, title and interest in the Assets, free and clear of all liabilities, and Liens, other than the Assumed Liabilities and Permitted Encumbrances;
(c) With respect to each applicable Buyer, an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by the applicable Seller, conveying to each applicable Buyer such Seller’s interest in the Contracts free and clear of all liabilities and Liens other than the Assumed Liabilities and Permitted Encumbrances;
(d) Copies of corporate resolutions duly adopted by the Board of Directors or Board of Managers, as the case may be, of each Seller, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers or authorized representative of each Seller;
(e) Certificate of the President or a Vice President of each Seller, certifying as to the satisfaction of the condition precedent contained in Section 7.1 of this Agreement;
(f) Certificates of incumbency for the respective officers of each Seller executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;
(g) Certificates of existence and good standing of each Seller from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing;
(h) All Certificates of Title and other documents evidencing an ownership interest conveyed as part of the Assets;
(i) A standard form owner’s affidavit (modified as necessary to make factually accurate) as required...
Actions of Sellers at Closing. At the Closing, each Seller shall:
(a) execute, acknowledge and deliver to Buyer the Assignment and Xxxx of Sale, substantially in the form of Exhibit D (the “Assignment”), and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance mutually agreed upon by Buyer and such Seller, as may be necessary or desirable to convey ownership, title and possession of the Assets owned by such Seller to Buyer (the “Additional Assignments”) (except as set forth in Section 10.03), in each case, in sufficient counterparts to facilitate recording in the applicable jurisdictions and/or with the applicable Governmental Authority;
(b) deliver an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that such Seller is not a “foreign person” within the meaning of the Code;
(c) deliver to Buyer evidence that all lien releases from Sellers’ lenders of any Debt Instruments and any mortgages and terminations of any security interests (in each case) securing such Seller’s credit facilities to the extent burdening the Assets have been obtained, including releases of any related financing statements;
(d) with respect to Operator and the Xxxxx for which Operator is the designated operator, execute and deliver (or cause Operator to execute and deliver) to Buyer: (i) a validly executed blanket transfer of P-4s designating Buyer as operator of the Xxxxx with the Texas Railroad Commission and (ii) any other forms or documents required to (x) reflect Operator’s resignation as operator under any applicable operating agreement and (y) designate Buyer as operator of each such Well, in each case, executed by Operator or one or more of the other Sellers, as necessary;
(e) execute and deliver to Buyer, on forms supplied by Buyer and reasonably acceptable to the Seller Representative, letters in lieu of transfer or division orders;
(f) execute and deliver the Preliminary Settlement Statement; and
(g) execute, acknowledge and deliver any other Transaction Documents that are required by other terms of this Agreement to be executed and/or delivered at the Closing.
Actions of Sellers at Closing. (a) At the Closing, Sellers shall sell, convey, transfer, assign and deliver to Buyer the Assets; and
(b) At the Closing, and unless otherwise waived in writing by Buyer, Sellers shall deliver to Buyer the documents and instruments required by Article IX hereof.
Actions of Sellers at Closing. At the Closing and unless otherwise waived in writing by Buyer, Sellers shall deliver to Buyer the following:
(a) Copies of resolutions duly adopted by the board of directors of each Seller, and of the stockholders of Holdco, authorizing and approving such Sellers' performance of the transactions contemplated hereby and the Related Agreements to which it is a party and the execution and delivery of this Agreement and the Related Agreements to which it is a party and the documents described herein and therein, certified as true and of full force and effect as of Closing, by appropriate officers of each Seller;
(b) Certificates of incumbency for the officers of each Seller executing this Agreement, and Related Agreement and any other agreements or instruments contemplated herein or therein dated as of the Closing Date;
(c) Certificates of good standing of each Seller and of the Company and MCC from its state of organization and foreign qualifications for MCC and the Company in all states in which they are currently qualified to do business as a foreign corporation or limited liability company, as applicable;
(d) The L/C (if issued) and any documentation required to release any cash remaining in the Escrow Fund; and
(e) The opinions, certificates, consents and other documents including the stock certificates referred to herein as then deliverable by Sellers. TC1: 469823 Execution Stock Purchase Agreement
Actions of Sellers at Closing. At the Closing, Sellers shall:
(a) execute, acknowledge and deliver to Buyer the Deed, the Partnership Assignment, and such other conveyances, assignments, transfers, bills of sale and other instruments (in form and substance mutually agreed upon by Buyer and Sellers) as may be necessary or desirable to convey the Assets to Buyer;
(b) execute, acknowledge and deliver to Buyer letters in lieu of transfer orders in the form attached hereto as Exhibit D or division orders directing all purchasers of production from the Mineral Interests to make payment of proceeds attributable to such production to Buyer from and after the Effective Time;
(c) deliver to Buyer possession of the Assets;
(d) execute and deliver to Buyer an affidavit attesting to the non-foreign status of each of them; and
(e) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Sellers at Closing. Each Seller shall:
(a) At the Initial Closing and at the Option Closing, execute, acknowledge and deliver to Buyer the Partial Assignment and Bill of Sale, substantially in the form of Exhibit D (the “Assignment”), and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance mutually agreed upon by Buyer and such Seller, as may be necessary or desirable to convey ownership, title and possession of the Initial Assets or Option Assets, as applicable, owned by such Seller to Buyer (the “Additional Assignments”) (except as set forth in Section 10.03);
(b) At the Initial Closing and at the Option Closing, deliver an executed statement described in Treasury Regulation §1.1445-2(b)
Actions of Sellers at Closing. At the Closing and unless otherwise waived in writing by Buyer, Sellers shall deliver to Buyer the Sellers' Closing Documents.
Actions of Sellers at Closing. At the Closing and unless otherwise waived in writing by Purchaser, Sellers shall deliver to Purchaser the following:
2.2.1 A stock certificate or stock certificates and warrant certificates or other conveyances representing not less than all of the Stock duly endorsed or accompanied by appropriate stock powers duly endorsed in blank.
2.2.2 The Escrow Agreement to be delivered pursuant to Sections 6.5 and 7.5 fully-executed by all Sellers.
2.2.3 The Indemnification Agreement to be delivered pursuant to Sections 6.6 and 7.6 fully-executed by all Sellers.
2.2.4 A certificate of Sellers certifying that the conditions set forth in Section 6.5 have been satisfied;
2.2.5 Certificates of existence for each of Aeries and Aeries Illinois, from their respective states of incorporation dated the most recent practical date prior to Closing;
2.2.6 The opinion of Sellers' counsel as described in and provided by Section 6.2 hereof;
2.2.7 Such other instruments and documents as are reasonably necessary to satisfy the conditions precedent to Purchaser's obligations hereunder.
Actions of Sellers at Closing. At the Closing, Sellers shall deliver to Purchaser the following: (a) Stock Certificates. Sellers shall deliver to Purchaser the stock certificates representing one hundred percent (100%) of the issued and outstanding shares of the capital stock of the Company duly endorsed in favor of Purchaser, or accompanied by appropriate stock powers duly executed in blank assigning the Shares, with signature guaranteed by a qualified signature guarantor.
Actions of Sellers at Closing. At the Closing and unless otherwise waived in writing by Buyer, Sellers shall deliver to Buyer the following:
(a) Executed instruments of assignment transferring the Equity Interests to Buyer;
(b) Copies of resolutions duly adopted by each Seller authorizing and approving such Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force and effect as of Closing by the appropriate officers of each Seller;
(c) A certificate of Sellers certifying that the conditions set forth in Section 9.1 and Section 9.4 have been satisfied;
(d) Certificates of incumbency for the respective officers of each Seller executing this Agreement and any other document contemplated herein dated as of the Closing Date;
(e) Certificates of existence and good standing of each Seller and each Acquired Company from its respective state of organization dated the most recent practical date prior to Closing;
(f) The Transition Services Agreement, duly executed by the appropriate Affiliate of Sellers;
(g) A FIRPTA certificate, executed by Sellers, certifying Sellers’ U.S. taxpayer identification numbers and that Sellers are not foreign Persons, within the meaning of Section 1445 of the Code; and
(h) Such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby.
