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Common use of Closing Actions Clause in Contracts

Closing Actions. At the Closing: (a) Seller shall: (i) execute, acknowledge and deliver to Buyer a conveyance of the Assets, , in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and (iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets; (vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and (vii) turn over possession of the Assets; and (viii) within fourteen (14) days after Closing, deliver to Buyer the Records described in Section 2.1(f). (b) Buyer shall: (i) deliver to the Seller, by wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit ; and (ii) execute, acknowledge and deliver to Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets. (c) Seller Shareholder shall: (i) along with Seller, execute, acknowledge and deliver to Buyer a conveyance of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Laredo Oil, Inc.)

Closing Actions. At the Closing: (a) Seller shallSubject to Section 3.4, Parent shall pay, or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to pay, the following payments: (i) executeat the Closing, acknowledge to each holder of Common Stock an amount equal to the Closing Common Share Price multiplied by the number of shares of Common Stock (other than Dissenting Shares) owned by such holder immediately prior to the Effective Time; (ii) reasonably promptly following the Closing, to each holder of an Option the amounts payable (if any) pursuant to Sections 2.2 and deliver 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations; (iii) in due course, to the applicable Governmental Entity, the aggregate amount of all applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders; (iv) at the Closing, to the “Administrative Agent” under the Credit Agreement, the Debt Amount; (v) at the Closing, to each payee thereof, the Transaction Costs; (vi) at the Closing, to the Escrow Agent an amount equal to $10,000,000 (the “Escrow Amount”) to be held in escrow in accordance with the escrow agreement to be entered into at Closing by the Shareholders Agent, Parent, Buyer a conveyance of and the Assets, , Escrow Agent in substantially the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “ConveyanceEscrow Agreement”); and (iivii) deliver at the Closing, (A) to Buyer such other bills the depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of saleNotes validly tendered and not withdrawn pursuant to the Debt Tender Offer, assignmentsor (B) if the conditions to the Debt Tender Offer have not been satisfied or waived, documents to a trust established under Section 8.01 of the Indenture, the amount required to fund the optional redemption of the Notes contemplated by Section 5 of the form of the Notes, as applicable. (b) Parent and other instruments the Company shall take, or shall cause their respective Subsidiaries to take, the following actions: (i) Immediately prior to the Closing, the Company shall contribute all of transfer and conveyance as may reasonably the outstanding shares of capital stock of PFGI to a newly formed Delaware limited liability company (“New Crunch LLC”), which shall be requested by Buyera wholly-owned subsidiary of the Company, each the documentation thereof being in form and substance satisfactory reasonably acceptable to each of Parent and the Company; (ii) at the Closing, to the extent necessary to fund the payments to be made by the Surviving Corporation pursuant to Section 3.3(a), Parent shall cause proceeds received as a result of the Financing, including the proceeds received by Parent from the Equity Financing and proceeds received by the Finance Sub from the Debt Financing, to be transferred to the Surviving Corporation, Buyer and Selleror PFGI, as applicable; and (iii) execute at the Closing, Finance Sub shall be merged with and deliver to Buyer mutually agreeable transfer orders or letters into New Crunch LLC (the “Subsidiary Merger”) in lieu thereofsuch a manner that New Crunch LLC shall be the surviving entity (the “Subsidiary Surviving Company”) and shall become an indirect wholly-owned Subsidiary of the Company, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each documentation thereof being in form and substance satisfactory reasonably acceptable to Buyer each of Parent and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets; (vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and (vii) turn over possession of the Assets; and (viii) within fourteen (14) days after Closing, deliver to Buyer the Records described in Section 2.1(f)Company. (b) Buyer shall: (i) deliver to the Seller, by wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit ; and (ii) execute, acknowledge and deliver to Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets. (c) Seller Shareholder shall: (i) along with Seller, execute, acknowledge and deliver to Buyer a conveyance of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller.

Appears in 1 contract

Samples: Merger Agreement (Pinnacle Foods Finance LLC)

Closing Actions. At Simultaneously with, or immediately following, this Agreement becoming effective, the Closing:respective parties thereto shall enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”): (a) Seller shall: (i) executeFirst, acknowledge and deliver LIN-Texas shall contribute to Buyer a conveyance of the Assets, , in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and (iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated AssetsStation Venture, and execute and deliver the necessary documents to assign (or partially assignStation Venture shall accept from LIN-Texas, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets; (vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and (vii) turn over possession of the Assets; and (viii) within fourteen (14) days after Closing, deliver to Buyer the Records described in Section 2.1(f)$100,000,000. (b) Buyer shall: Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay to GE Capital an aggregate amount equal to (i) deliver $100,000,000 plus (ii) the amount of accrued but unpaid interest under the Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and LIN would be obligated pursuant to the SellerGE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, by wire transfer respectively, to an account designated by Seller pay or cause to be paid any amounts to Station Venture in a bank located in respect of the United StatesInterest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the Purchase Price minus aggregate amount payable by GE and LIN pursuant to the Deposit ; and GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (iiy) executeStation Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all purposes of this Agreement, acknowledge and deliver to Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable1) the operator-related Contracts or Permits with respect payment made pursuant to clause (x) of the Operated Assetsimmediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Seller Shareholder shall:Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations. (d) Fourth, GE Capital and Lone Star shall sell and assign to NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the GE Capital Assignment and Assumption Agreement, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000. For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements. (e) Fifth, GE Capital shall take all actions, to the extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement. (f) Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the GE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(iv), or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00. (g) Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of Section 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay to NBCH $1.00. (h) Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the LIN Assignment and Assumption Agreement, all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall cause to be delivered to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to LIN $1.00. (i) along with SellerNinth, executeLIN-Texas shall transfer and assign to NBCU I and NBCU II, acknowledge and deliver NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to Buyer a conveyance the LIN Assignment and Assumption Agreement, 95.1% and 4.9% of the AssetsLIN-Texas LLC Interests, and in the form attached hereto as Exhibit C (with Exhibits A consideration therefor NBCU I and B attached thereto), effective as NBCU II shall pay to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and SellerLIN-Texas $1.00.

Appears in 1 contract

Samples: Transaction Agreement (Lin Tv Corp.)

Closing Actions. At the Closing: (a) Seller shall: (i) execute, acknowledge and i. Incomnet shall concurrently herewith deliver to Buyer a conveyance Ciera at the Facilities all of the Assets, free and clear of all Encumbrances, in pursuant to the form of bill of sale attached heretx xx Exhibit "A" and the form of assignment and assumption agreement attached hereto as Exhibit C "B" (the "Assignment and Assumption Agreement"); ii. Incomnet shall promptly file with Exhibits A and B attached thereto), effective as to runs the Secretary of oil as State of the Effective Date (State of Delaware an amendment to its certificate of incorporation, changing the “Conveyance”)name of Incomnet, and shall promptly upon receipt, provide evidence of such filing to Ciera; and iii. Incomnet shall concurrently herewith cause (A) the liens held by Gold & Appel and Seller Stockholder (xxx any other liens held by any other Person) to be released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens. i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement; ii) . Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt; iii. Ciera shall concurrently herewith deliver to Buyer such other bills Incomnet a promissory note in the principal amount of sale$750,000 (the "Note"), assignmentswhich Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows: (1) monthly installments of interest only, documents due and other instruments payable on the same day of transfer each of the first, second and conveyance as may reasonably third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be requested applied first to interest and the remainder, if any, to principal, and (3) one final payment of the entire outstanding principal balance of the Note, together with all accrued but unpaid interest thereon, on the date that is six months after the Effective Date. The Note shall be secured by Buyera second lien on the Accounts Receivable, each in form and substance satisfactory subordinated to Buyer and Sellerthe liens of Ciera's senior secured lender, RFC Capital Corporation; and (iii) execute iv. GlobalCom shall concurrently herewith issue and deliver to Buyer mutually agreeable Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (the "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer orders or letters and assign all of its rights, titles and interests in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and (iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets; (vi) deliver to Buyer a non-foreign affidavitCash Consideration, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of Note and the Closing Date; and (vii) turn over possession of the Assets; and (viii) within fourteen (14) days after Closing, deliver to Buyer the Records described in Section 2.1(f). (b) Buyer shall: (i) deliver to the Seller, by wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit ; and (ii) execute, acknowledge and deliver GlobalCom Stock to Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated AssetsStockholder. (c) Seller Shareholder shall: (i) along with Seller, execute, acknowledge and deliver to Buyer a conveyance of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (CCC Globalcom Corp)

Closing Actions. At the Closing:, (a) Seller shallParent shall pay or cause to be paid: (i) executeto each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), acknowledge and deliver by wire transfer of immediately available funds to Buyer a conveyance such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the AssetsStockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit C E (with Exhibits A and B attached theretoa letter of transmittal in such form, a “Letter of Transmittal”), effective together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to runs the Company, by wire transfer of oil as immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Effective Date Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “ConveyanceEscrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; (iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (iivi) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and (iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator portion of the Estimated Transaction Expenses (other than the Xxxxxxxx Set Aside Amount), by wire transfer of immediately available funds, to make payment each of proceeds attributable the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to production from the Oil Producing Properties after Closing; provided, however, that to the Effective Date extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to Buyer; and (iv) execute and deliver be paid such amounts to Buyer necessary governmental form assignments for any federal the Company or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assignappropriate Company Subsidiary, as applicablespecified by the Company in writing no later than two (2) the operator-related Contracts or Permits with respect Business Days prior to the Operated Assets; (vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and , for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (viiB) turn over possession no amount in respect of the Assets; and (viii) within fourteen (14) days after ClosingXxxxxxxx Bonus Letter shall be paid at the Closing to Xxxxx X. Xxxxxxxx, deliver to Buyer and the Records described Xxxxxxxx Set Aside Amount shall be paid and distributed in accordance with Section 2.1(f)3.5. (b) Buyer shall: (i) deliver to Parent, the Seller, by wire transfer to an account designated by Seller in a bank located in Stockholders’ Representative and the United States, an amount equal to the Purchase Price minus the Deposit ; and (ii) execute, acknowledge and deliver to Seller the Conveyance; and (iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and (iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and Escrow Agent shall execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated AssetsEscrow Agreement. (c) Seller Shareholder shall:The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing. (id) along with Seller, execute, acknowledge and The Company shall deliver to Buyer a conveyance Parent the Payoff Letters in respect of the AssetsIndebtedness Payoff Amount, in duly executed by the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs holders of oil as of the Effective Date (the “Conveyance”); and (ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and SellerSpecified Funded Indebtedness.

Appears in 1 contract

Samples: Merger Agreement (Acuren Corp)