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

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge and deliver to Purchaser counterparts of the Conveyance and such other instruments (in form and substance agreed upon by Sellers and Purchaser) as may be reasonably necessary to convey the Assets to Purchaser in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) deliver to Purchaser possession of the Assets; (c) execute and deliver to Purchaser an affidavit attesting to the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2); (d) execute and deliver letters-in-lieu of division order to reflect the transactions contemplated hereby, which letters shall be on forms prepared by Sellers and reasonably acceptable to Purchaser; (e) deliver to Purchaser a certificate, duly executed by an authorized officer of each Seller, certifying on behalf of each Seller that the conditions set forth in Sections 11.1 and 11.2 have been fulfilled; (f) for each Seller, deliver to Purchaser a certificate, duly executed by the secretary or any assistant secretary of such Seller, dated as of the Closing Date, attaching and certifying on behalf of such Seller (i) complete and correct copies of the governing documents of such Seller, together with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; (ii) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating to the incumbency of each officer of such Seller executing this Agreement or any document delivered in connection with the Closing; (g) where notices of approval, consent, or waiver are received by Sellers pursuant to Section 9.2(d), deliver copies of those notices of approval; (h) execute, acknowledge and deliver to Purchaser any forms required by any Governmental Authority relating to the assumption of operations by Purchaser, where applicable; (i) deliver to Purchaser 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictions; (j) execute, acknowledge and deliver the instruments described in Section 11.8 (which shall be in form sufficient for recordation in the records of the applicable Governmental Authority); and (k) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge and deliver to Purchaser counterparts of Buyer the Conveyance Assignment (in a form substantially similar to Exhibit H to this Agreement), the Warranty Deed (in a form substantially similar to Exhibit I to this Agreement), the Mineral Deed (in a form substantially similar to Exhibit J to this Agreement) and such other instruments (in form and substance mutually agreed upon by Sellers Buyer and PurchaserSellers) as may be reasonably necessary to convey the Assets to Purchaser in sufficient duplicate originals Buyer, including any state, federal or agency form assignments necessary to allow recording in all appropriate jurisdictions and officesconvey the Assets to Buyer; (b) execute, acknowledge and deliver to Purchaser possession Buyer letters in lieu of transfer or division orders directing all purchasers of production from the AssetsSubject 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 Purchaser an affidavit attesting to Buyer possession of the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2)Assets; (d) execute and deliver lettersto Buyer an affidavit from each Seller meeting the requirements of Treasury Regulations Section 1445-in-lieu of division order to reflect the transactions contemplated hereby, which letters shall be on forms prepared by Sellers and reasonably acceptable to Purchaser2(b); (e) deliver to Purchaser a certificate, duly executed Buyer appropriate change of operator forms on those Assets operated by an authorized officer of each Seller, certifying on behalf of each Seller that the conditions set forth in Sections 11.1 and 11.2 have been fulfilledPanther; (f) for each Seller, execute and deliver to Purchaser Buyer a certificate, duly executed by the secretary or any assistant secretary of such Seller, dated as copy of the Closing Date, attaching and certifying on behalf of such Seller (i) complete and correct copies of the governing documents of such Seller, together termination agreement with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; (ii) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating respect to the incumbency of each officer of such Seller executing this Joint Exploration Agreement or any document delivered in connection with the Closingby and between Panther and Carrier; (g) where notices of approval, consent, or waiver are received by Sellers pursuant execute and deliver to Section 9.2(d), deliver copies of those notices of approvalBuyer the Transition Services Agreement in the form attached hereto as Exhibit L; (h) execute, acknowledge and deliver to Purchaser any forms required by any Governmental Authority relating to the assumption of operations by Purchaser, where applicable; (i) deliver to Purchaser 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictions; (j) execute, acknowledge and deliver the instruments described in Section 11.8 (which shall be in form sufficient for recordation in the records of the applicable Governmental Authority); and (k) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby; and (i) deliver to Buyer copies of all mortgage releases, lien releases and UCC-3 termination statements, in each case, in form and substance reasonably satisfactory to the Buyer, to evidence the release and discharge of all liens on the Assets.

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge execute and deliver to Purchaser counterparts of Buyer the Conveyance and such other instruments (in form and substance agreed upon by Sellers and Purchaser) as may be reasonably necessary to convey the Assets to Purchaser in sufficient duplicate originals to allow recording in all appropriate jurisdictions and officesClosing Statement; (b) deliver to Purchaser possession Buyer an assignment of the AssetsCompany Units to Buyer in the form of Exhibit G (the “Assignment”), duly executed by each of the Company Sellers; (c) execute and deliver to Purchaser an affidavit attesting to Buyer possession of the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2)Purchased Assets; (d) execute deliver to Buyer an Assignment, Xxxx of Sale and deliver letters-in-lieu Assumption Agreement in form of division order Exhibit J (the “Assignment and Xxxx of Sale”) and such other instruments as may be reasonably necessary or desirable to reflect vest in Buyer all of RNR’s right, title and interest in and to the transactions contemplated herebyPurchased Assets, which letters shall be on forms prepared duly executed by Sellers and reasonably acceptable to PurchaserRNR; (e) deliver to Purchaser Buyer a certificate, duly certificate in the form set forth in the Treasury Regulations under Section 1445(b)(2) of the Code executed by an authorized officer of each Seller, certifying on behalf of each that such Seller that the conditions set forth in Sections 11.1 and 11.2 have been fulfilledis not a foreign Person; (f) for each Seller, deliver to Purchaser a certificateBuyer recorded or recordable releases of all guarantees, duly executed mortgage liens, security interests and financing statements granted by the secretary Company or any assistant secretary of such Sellerthe Sellers, as applicable, that encumber the Assets, if any; (g) deliver to Buyer a Closing Certificate dated as of the Closing Date, attaching executed by an executive officer of Resolute, HACI and RNR, certifying on behalf of such Seller (i) complete and correct copies that all of the governing documents of such Seller, together with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, conditions set forth in Section 11.03(a) and performance by such Seller of this Agreement and the transactions contemplated hereby; (iiSection 11.03(b) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating to the incumbency of each officer of such Seller executing this Agreement or any document delivered in connection with the Closing; (g) where notices of approval, consent, or waiver are received by Sellers pursuant to Section 9.2(d), deliver copies of those notices of approvalhave been satisfied; (h) executeif applicable, acknowledge execute and deliver to Purchaser any forms required by any Governmental Authority relating to Buyer a Title Indemnity Agreement in the assumption form of operations by Purchaser, where applicableExhibit D; (i) if applicable, execute and deliver to Purchaser duly executed and acknowledged releases and terminations Buyer an Environmental Indemnity Agreement in the form 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictionsExhibit E; (j) execute, acknowledge execute and deliver to Buyer the instruments described in Section 11.8 Parent Guarantee; (which shall be in form sufficient for recordation k) execute and deliver to Buyer a Transition Services Agreement in the records form of Exhibit I (the applicable Governmental Authority“Transition Services Agreement”); (l) execute and deliver to the Specified Hedging Agreement counterparties for counter signature the Novation Instruments as may be required to novate each Specified Hedging Agreement to Buyer; and (km) execute, acknowledge and deliver any other agreements provided for herein in this Agreement or necessary or desirable to effectuate the transactions contemplated herebyby this Agreement as may be reasonably requested by Buyer.

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge and deliver to Purchaser counterparts of Buyer an assignment in a form substantially similar to Exhibit E to this Agreement (the Conveyance “Assignment”) and such other instruments (in form and substance mutually agreed upon by Sellers Buyer and PurchaserSellers) as may be reasonably necessary to convey the Assets to Purchaser Buyer, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, including any state, federal or agency form assignments necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Purchaser possession Buyer letters in lieu of transfer or division orders directing all purchasers of production from the AssetsAssets 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 Purchaser an affidavit attesting to Buyer possession of the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2)Assets; (d) execute and deliver lettersto Buyer an affidavit meeting the requirements of Treasury Regulations Section 1.445-in-lieu of division order to reflect the transactions contemplated hereby, which letters shall be on forms prepared by Sellers and reasonably acceptable to Purchaser2(b); (e) deliver to Purchaser Buyer a certificate, certificate duly executed by an authorized officer of each Seller, dated as of Closing, certifying on behalf of each Seller that the conditions set forth in Sections 11.1 Section 8.01 and 11.2 Section 8.02 have been fulfilled; (f) for each Seller, deliver to Purchaser a certificateBuyer all releases of any mortgages, duly executed by the secretary or any assistant secretary deeds of such Sellertrust, dated as of the Closing Datefinancing statements, attaching fixture filings and certifying on behalf of such Seller (i) complete other encumbrances and correct copies of the governing documents of such Seller, together with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; (ii) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating to the incumbency of each officer of such Seller executing this Agreement or any document delivered interests imposed in connection with any Debt Contract to the Closingextent burdening the Assets (or any thereof); (g) where notices deliver to Buyer appropriate change of approval, consent, or waiver are received operator forms on those Assets operated by Sellers pursuant to Section 9.2(d), deliver copies of those notices of approvalPanther; (h) execute, acknowledge and deliver to Purchaser any forms required by any Governmental Authority relating to Buyer the assumption of operations by Purchaser, where applicable;Transition Services Agreement substantially in the form set forth in Exhibit H (the “Transition Services Agreement”); and (i) deliver to Purchaser 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictions; (j) execute, acknowledge and deliver the instruments described in Section 11.8 (which shall be in form sufficient for recordation in the records of the applicable Governmental Authority); and (k) execute, acknowledge and deliver to Buyer any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge and deliver to Purchaser counterparts of Buyer an assignment in a form substantially similar to Exhibit E to this Agreement (the Conveyance “Assignment”) and such other instruments (in form and substance mutually agreed upon by Sellers Xxxxx and PurchaserSellers) as may be reasonably necessary to convey the Assets to Purchaser Buyer, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, including any state, federal or agency form assignments necessary to convey the Assets to Buyer; (b) execute, acknowledge and deliver to Purchaser possession Buyer letters in lieu of transfer or division orders directing all purchasers of production from the AssetsAssets to make payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Xxxxx prior to the Closing Date; (c) execute and deliver to Purchaser an affidavit attesting to Buyer possession of the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2)Assets; (d) execute and deliver lettersto Buyer an affidavit meeting the requirements of Treasury Regulations Section 1.445-in-lieu of division order to reflect the transactions contemplated hereby, which letters shall be on forms prepared by Sellers and reasonably acceptable to Purchaser2(b); (e) deliver to Purchaser Buyer a certificate, certificate duly executed by an authorized officer of each Seller, dated as of Closing, certifying on behalf of each Seller that the conditions set forth in Sections 11.1 Section 8.01 and 11.2 Section 8.02 have been fulfilled; (f) for each Seller, deliver to Purchaser a certificateBuyer all releases of any mortgages, duly executed by the secretary or any assistant secretary deeds of such Sellertrust, dated as of the Closing Datefinancing statements, attaching fixture filings and certifying on behalf of such Seller (i) complete other encumbrances and correct copies of the governing documents of such Seller, together with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; (ii) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating to the incumbency of each officer of such Seller executing this Agreement or any document delivered interests imposed in connection with any Debt Contract to the Closingextent burdening the Assets (or any thereof); (g) where notices deliver to Buyer appropriate change of approval, consent, or waiver are received operator forms on those Assets operated by Sellers pursuant to Section 9.2(d), deliver copies of those notices of approvalPanther; (h) execute, acknowledge and deliver to Purchaser any forms required by any Governmental Authority relating to Buyer the assumption of operations by Purchaser, where applicable;Transition Services Agreement substantially in the form set forth in Exhibit H (the “Transition Services Agreement”); and (i) deliver to Purchaser 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictions; (j) execute, acknowledge and deliver the instruments described in Section 11.8 (which shall be in form sufficient for recordation in the records of the applicable Governmental Authority); and (k) execute, acknowledge and deliver to Buyer any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.

Actions of Sellers at the Closing. At the Closing, Sellers shall: (a) execute, acknowledge and deliver to Purchaser counterparts of the Conveyance and such other instruments (in form and substance agreed upon by Sellers and Purchaser) as may be reasonably necessary to convey the Assets to Purchaser in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) deliver to Purchaser possession of the Assets; (c) execute and deliver to Purchaser an affidavit attesting to the non-foreign status of each Seller in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2); (d) execute and deliver letters-in-lieu of division order to reflect the transactions contemplated hereby, which letters shall be on forms prepared by Sellers and reasonably acceptable to Purchaser; (e) deliver to Purchaser a certificate, duly executed by an authorized officer of each Seller, certifying on behalf of each Seller that the conditions set forth in Sections 11.1 and 11.2 have been fulfilled; (f) for each Seller, deliver to Purchaser a certificate, duly executed by the secretary or any assistant secretary of such Seller, dated as of the Closing Date, attaching and certifying on behalf of such Seller (i) complete and correct copies of the governing documents of such Seller, together with the resolutions or unanimous consent of the board of directors, managers, partners, or other equivalent governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; (ii) any required approval by the shareholders, members, or partners, as applicable, of such Seller of this Agreement and the transactions contemplated hereby; and (iii) a certificate relating to the incumbency of each officer of such Seller executing this Agreement or any document delivered in connection with the Closing; (g) where notices of approval, consent, or waiver are received by Sellers pursuant to Section 9.2(d), deliver copies of those notices of approval; (h) execute, acknowledge and deliver to Purchaser any forms required by any Governmental Authority relating to the assumption of by operations by Purchaser, where applicable; (i) deliver to Purchaser 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 favor of the Administrative Agent under Sellers’ Credit Facilities, in sufficient duplicate originals to permit recording in all relevant jurisdictions; (j) execute, acknowledge and deliver the instruments described in Section 11.8 11.9 (which shall be in form sufficient for recordation in the records of the applicable Governmental Authority); (k) execute and deliver the Registration Rights Agreement; and (kl) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.