Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following: 16.3.1 The Closing Purchase Price owed by Buyer, by wire transfer of immediately available funds to the account designated pursuant to Section 16.1; 16.3.2 four (4) originals of the Assignment and Xxxx of Sale referred to in Section 16.2.1 executed by an Authorized Officer of Buyer, and acknowledged; 16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged; 16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate; 16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate; 16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer of Buyer; 16.3.7 four (4) originals of certificates of the Secretary or Assistant Secretary of Buyer, dated on the Closing Date, certifying (i) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto are attached thereto; and (iii) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith; 16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2, four (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable items; and 16.3.9 such other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to Buyer) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following:
16.3.1 The if the Closing Purchase Price owed by BuyerPayment is a positive number, the Closing Payment by wire transfer of immediately available funds to the account account(s) designated pursuant to Section 16.1by Seller in accordance with this Agreement;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale documents referred to in Section 16.2.1 Articles 16.2.2, 16.2.3 16.2.6, 16.2.7 and 16.2.8, executed by an Authorized Officer authorized officer or an Attorney-in-Fact of Buyer, Buyer and acknowledged;
16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer Attorney-in-Fact of Buyer;
16.3.7 16.3.4 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than two (2) Business Days prior to the Closing Date, evidencing Buyer’s existence and good standing in the States of Delaware, and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, Buyer’s Affiliate), dated on the Closing Date, certifying (iA) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (iiB) that true and correct copies of the articles certificate of incorporationformation, bylaws or other governing documents of Buyer and all amendments thereto and limited liability company agreement of Buyer are attached thereto; and (iiiC) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith;
16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2herewith and Buyer’s Affiliate’s signatory, four (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable itemswith respect to the Guaranty Agreement); and
16.3.9 such 16.3.5 any other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to BuyerBuyer and deeds) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Apache Corp)
Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following:
16.3.1 The the Closing Purchase Price owed by BuyerPayment, less the amount of the Performance Deposit plus Computed Interest thereon from the date of receipt, by wire transfer of immediately available funds to the account account(s) designated pursuant to Section 16.1by Seller in accordance with this Agreement;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale documents referred to in Section 16.2.1 Articles 16.2.1, 16.2.2, 16.2.8 and 16.2.9 executed by an Authorized Officer authorized officer or an Attorney-in-Fact of Buyer, Buyer and acknowledged;
16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer Attorney-in-Fact of Buyer;
16.3.7 16.3.4 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than five (5) Business Days prior to the Closing Date, evidencing Buyer’s existence and good standing in the States of Texas, Louisiana and Delaware and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, if any, Buyer’s Affiliate), dated on the Closing Date, certifying (iA) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions transaction contemplated hereby are attached thereto (and with respect to Buyer’s Affiliate, if applicable, the resolutions of such Affiliate’s board of directors authorizing the Guaranty Agreement) have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto are attached thereto; and (iiiB) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewithherewith (and Buyer’s Affiliate’s signatory, if applicable, with respect to the Guaranty Agreement);
16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2, 16.3.5 four (4) originals of the Transition Agreement executed by an exemption certificateauthorized officer or an Attorney-in-Fact of Buyer;
16.3.6 evidence that Buyer is at Closing qualified with the BOEM to hold oil and gas leases on the U.S. Outer Continental Shelf, if and has posted with the BOEM bonds (area-wide, supplemental and/or additional) required by state lawthe BOEM with respect to the Properties, releasing Seller from collecting Sales Tax on otherwise taxable itemsand provided satisfactory evidence of financial responsibility under the Oil Pollution Act;
16.3.7 four (4) originals of the exemption certificate referred to in Article 12.8;
16.3.8 four (4) originals of the Crude Oil Purchase and Sale Agreement;
16.3.9 four (4) originals of the Natural Gas and NGL Purchase and Sale Agreement;
16.3.10 four (4) originals of the Gas Processing Agreement;
16.3.11 four (4) originals of the Operating Agreement; and
16.3.9 such 16.3.12 any other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to Buyer) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
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Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following:
16.3.1 The the Adjusted Purchase Price, as set forth on the Closing Purchase Price owed by BuyerStatement, by wire transfer of immediately available funds to the account account(s) designated pursuant to Section 16.1by Seller in accordance with this Agreement;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale documents referred to in Section Articles 16.2.1 and 16.2.2, executed by an Authorized Officer authorized officer or an Attorney-in-Fact of Buyer, Buyer and acknowledged;
16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer Attorney-in-Fact of Buyer;
16.3.7 16.3.4 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than two (2) Business Days prior to the Closing Date, evidencing Buyer’s existence and good standing in the States of Delaware and Louisiana, and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, Buyer’s Affiliate), dated on the Closing Date, certifying (iA) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions transaction contemplated hereby are attached thereto (and with respect to Buyer’s Affiliate, the Guaranty Agreement) have been duly adopted and are in full force and effect; (iiB) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto and bylaws of Buyer are attached thereto; and (iiiC) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewithherewith and Buyer’s Affiliate’s signatory, with respect to the Guaranty Agreement);
16.3.8 if 16.3.5 evidence that Buyer qualifies is at Closing in full compliance with all governmental requirements for any exemptions described in Section 6.3.2, four (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable itemsposting plugging and other applicable bonds and filings related to the Properties or their operation; and
16.3.9 such 16.3.6 any other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to Buyer) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
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Buyer’s Obligations at Closing. At the Closing, Buyer shall execute and/or deliver to Sellers, against execution and/or delivery by Seller of the items specified in Schedule 7.2:
(a) A certificate by Buyer certifying that the representations and warranties of Buyer are true and correct as of the Closing and that Buyer has performed the obligations required to be performed by it at or cause prior to the Closing;
(b) The Escrow Agreement described in Section 6.3;
(c) The Assignments of Office Leases described in Section 6.4;
(d) The Assignment and Assumption Agreements described in Section 6.6;
(e) The Transitional Services Agreement described in Section 6.7;
(f) The X. Xxxxxxx Consulting Agreement described in Section 6.12;
(g) The Xxxxxxx Xxxx Consulting Agreement described in Section 6.12;
(h) A certified copy of the Resolution of Ceridian's and Canadian Buyer's Board of Directors or an authorized committee thereof approving the Transaction;
(i) The Closing Payment, One Million Dollars ($1,000,000) of which shall be delivered to Sellerthe Escrow Agent;
(j) The legal opinion of the General Counsel of Ceridian, unless waived by Seller, the following:
16.3.1 The Closing Purchase Price owed by counsel to Buyer, by wire transfer of immediately available funds to in substantially the account designated pursuant to Section 16.1form attached hereto as Schedule 7.30);
16.3.2 four (4k) originals a certified copy of board meeting minutes of the Assignment and Xxxx U.K. Buyer approving the purchase of Sale referred to in Section 16.2.1 executed by an Authorized Officer of Buyerthe U.K. Purchased Assets;
(l) All other certificates, Schedules, Exhibits, and acknowledged;attachments, in completed form, which are required by the provisions of this Agreement; and
16.3.3 four (4m) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer of Buyer;
16.3.7 four (4) originals of certificates of the Secretary or Assistant Secretary of Buyer, dated on the Closing Date, certifying (i) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto are attached thereto; and (iii) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith;
16.3.8 if Buyer qualifies for any exemptions The U.K. Lease Assignment described in Section 6.3.2, four 6.16 (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable items; and
16.3.9 such other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to Buyer) as necessary or appropriate to comply with Buyer’s obligations under this Agreementexecuted in duplicate).
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Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller(on behalf of itself and BP America), unless waived by Seller, the following:
16.3.1 The the Closing Purchase Price owed by BuyerPayment, less the amount of the Performance Deposit plus Computed Interest thereon from the date of receipt, by wire transfer of immediately available funds to the account account(s) designated pursuant to Section 16.1by Seller in accordance with this Agreement;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale documents referred to in Section 16.2.1 Articles 16.2.1, 16.2.2, 16.2.3 and 16.2.4, executed by an Authorized Officer authorized officer or an Attorney-in-Fact of Buyer, Buyer and acknowledged;
16.3.3 four (4) originals of the Deed, federal and state assignments executed by an Authorized Officer authorized officer or an Attorney-in-Fact of Buyer, Buyer and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer Attorney-in-Fact of Buyer;
16.3.7 16.3.5 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than five (5) Business Days prior to the Closing Date, evidencing Buyer's existence and good standing in the States of Texas, Louisiana and Delaware and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, if any, Buyer's Affiliate), dated on the Closing Date, certifying (iA) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s 's board of directors authorizing this Agreement and the transactions transaction contemplated hereby are attached thereto (and with respect to Buyer's Affiliate, if applicable, the resolutions of such Affiliate's board of directors authorizing the Guaranty Agreement) have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto are attached thereto; and (iiiB) as to the incumbency and authorization of Buyer’s 's signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewithherewith (and Buyer's Affiliate's signatory, if applicable, with respect to the Guaranty Agreement);
16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2, 16.3.6 four (4) originals of the Transition Agreement executed by an exemption certificateauthorized officer or an Attorney-in-Fact of Buyer;
16.3.7 four (4) originals of each Operating Agreement executed by an Attorney-in-Fact of Buyer;
16.3.8 evidence that Buyer is at Closing qualified with the MMS to hold oil and gas leases on the U.S. Outer Continental Shelf, if and has posted with the MMS bonds (area-wide, supplemental and/or additional) required by state lawthe MMS with respect to the Properties, releasing Seller from collecting Sales Tax on otherwise taxable itemsand provided satisfactory evidence of financial responsibility under the Oil Pollution Act;
16.3.9 four (4) originals of each facilities sharing agreement to be entered into pursuant to Section 12.2;
16.3.10 four (4) originals of a Seismic License in substantially the form of Exhibit "N"; and
16.3.9 such 16.3.11 any other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller or BP America to Buyer) as necessary or appropriate to comply with Buyer’s 's obligations under this Agreement.
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Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller(collectively), unless waived by Seller, the following:
16.3.1 The if the Closing Purchase Price owed by BuyerPayment is a positive number, the Closing Payment by wire transfer of immediately available funds to the account account(s) designated pursuant to Section 16.1by Seller in accordance with this Agreement;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale documents referred to in Section 16.2.1 Articles 16.2.2, 16.2.3, 16.2.5, 16.2.6, 16.2.7 and 16.2.8, executed by an Authorized Officer authorized officer or an Attorney-in-Fact of BuyerBuyer (and, with respect to Article 16.2.5, any applicable operating company) and acknowledged;
16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer Attorney-in-Fact of Buyer;
16.3.7 16.3.4 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than two (2) Business Days prior to the Closing Date, evidencing Buyer’s existence and good standing in the States of Delaware, and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, Buyer’s Affiliate), dated on the Closing Date, certifying (iA) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (iiB) that true and correct copies of the articles certificate of incorporationformation, bylaws or other governing documents of Buyer and all amendments thereto and bylaws (or other applicable organizational documents) of Buyer are attached thereto; and (iiiC) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith;
16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2herewith and Buyer’s Affiliate’s signatory, four (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable itemswith respect to the Guaranty Agreement); and
16.3.9 such 16.3.5 any other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to BuyerBuyer and deeds) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
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