Closing Deliverables by Buyer. At the Closing, Buyer shall deliver the following to Seller:
(a) a certificate from Buyer certifying that (i) each of the representations and warranties made by Seller in this Agreement is true and correct as of the date of this Agreement and the date of the Closing and (ii) each of the covenants and agreement that Buyer is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and
(b) the Cash Consideration.
Closing Deliverables by Buyer. At the Closing, Buyer shall deliver to Seller the following:
(a) this Agreement, duly executed by Buyer;
(b) the Purchase Price; and
(c) the Ancillary Agreements.
Closing Deliverables by Buyer. At the Closing, Buyer shall deliver the following to Seller:
(a) a certificate from Buyer certifying that (i) each of the representations and warranties made by Seller in this Agreement is true and correct as of the date of this Agreement and the date of the Closing and (ii) each of the covenants and agreement that Buyer is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects;
(b) the Cash Consideration; and
(c) a countersigned copy of the Unit Assignment.
Closing Deliverables by Buyer. At the Closing, Buyer shall deliver the following to Seller:
(a) the Cash Consideration.
Closing Deliverables by Buyer. At the Closing, Buyer will deliver or cause to be delivered:
i. to Cannae, (i) the Cannae Cash Consideration by wire transfer of immediately available funds to such account(s) as specified by Cannae prior to the Closing Date and (ii) the Cannae Stock Consideration which will be represented by book-entry shares, and which shall bear legends as to the restrictions on transfer or stop transfer notations with respect thereto; and
ii. to the recipients set forth on Schedule I hereto, (i) the THL Cash Consideration, as allocated among such recipients as set forth on Schedule I hereto, by wire transfer of immediately available funds to such account(s) as specified by the Blocker Owners (or their applicable designees) prior to the date hereof and (ii) the THL Stock Consideration, as allocated among such recipients as set forth on Schedule I hereto, which will be represented by book-entry shares, and which shall bear legends as to the restrictions on transfer or stop transfer notations with respect thereto.
Closing Deliverables by Buyer. At the Closing, Buyer shall deliver the following to Buyer:
(a) a certificate from Buyer certifying that (i) each of the representations and warranties made by Buyer in this Agreement is true and correct as of the date of this Agreement and as of the date of the Closing and (ii) each of the covenants and agreement that Buyer is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and
(b) the Cash Consideration by wire transfer to Seller at the following account Bank: JPMorgan Chase Bank ABA # 000000000 Account Name: X.X. Xxxxxx Clearing Corp. A/C # 066001633 JPMCC FFC - Candlewood Special Situations Fund L.P. Account #: Acct # 102-37982
Closing Deliverables by Buyer. At the Closing, Buyer shall deliver to Seller the following:
(a) The Assignment Instrument, duly executed by Buyer;
(b) The AMBOSA Amendments, duly executed by the Project Companies;
(c) The OMA Amendments, duly executed by the Project Companies; and
(d) The TSA Amendments, duly executed by the Project Companies.
Closing Deliverables by Buyer. At the Closing, the Buyer shall deliver to the Sellers:
(a) the Bill of Sale and Assumption and Assignment Agreement, duly executed by the Buyer;
(b) the IP Assumption and Assignment Agreement, duly executed by the Buyer;
(c) the Cash Consideration minus the Deposit minus the unpaid Pre-Closing Maintenance Fees;
(d) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of the Buyer certifying that the conditions set forth in this Section 8.2 have been satisfied;
(e) all other certificates, agreements, and other documents required by this Agreement; and
(f) such other documents as the Buyer may reasonably request that are not inconsistent with the terms of this Agreement and customary for a transaction of this nature and necessary to evidence or consummate the transactions contemplated by this Agreement.
Closing Deliverables by Buyer. At Closing, Buyer shall deliver (or cause to be delivered) the following:
(a) a duly executed, acknowledged and witnessed signature page counterpart to the Assignment, in sufficient duplicate originals to facilitate recording in all appropriate jurisdictions;
(b) the Closing Payment by wire transfer of immediately available funds to an account previously designated by Seller in the Closing Statement;
(c) the number of shares of LPI Common Stock comprising the Stock Purchase Price to Seller (and/or, if applicable, to those Seller Designees to whom Seller designates to receive all or a portion of the shares of LPI Common Stock comprising the Stock Purchase Price, in such proportions as identified by Seller in the Closing Statement), free and clear of all Liens and restrictions other than restrictions imposed by applicable securities Laws;
(d) a certificate duly executed by an authorized corporate (or other entity) officer of Buyer, dated as of the Closing, certifying on behalf of Buyer that the conditions set forth in Section 10.3(a) and Section 10.3(g) have been fulfilled;
(e) duly executed, acknowledged and witnessed signature page counterparts to all assignments, filings or notices in such form required by federal or state agencies for the assignment of any federal or state Assets, each in sufficient duplicate originals to facilitate submission for recording in all appropriate jurisdictions;
(f) with respect to the Assets and Wxxxx operated by Seller, duly executed, acknowledged and witnessed Buyer signature page counterparts of change of operator forms (including Texas Railroad Commission Form P-4s) or designation of operator forms or any other forms or filing required by any Governmental Authority to effect the transfer of operatorship of such Assets and Wxxxx to Buyer, designating Buyer (or such Third Party as may have been selected as operator under any Applicable Contract) as operator of such Assets and Wxxxx; and
(g) a duly executed signature page counterpart to the Letter-in-lieu of Transfer Order covering the relevant Assets, in sufficient duplicate originals to facilitate delivery to all purchasers of production;
(h) duly executed, acknowledged and witnessed signature page counterparts to the Surface Deed, in sufficient duplicate originals to facilitate recording in all appropriate jurisdictions;
(i) a duly executed signature page counterpart to the Targa Gas Purchase Agreement;
(j) a duly executed signature page counterpart to the NuStar Agreeme...
Closing Deliverables by Buyer. At Closing, Buyer shall deliver (or cause to be delivered) to Seller and Pioneer the following:
(a) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Buyer or its designee;
(b) the deliverables specified in Section 3.2;
(c) the Pressure Pumping Services Agreement, duly executed by Buyer or its designee;
(d) the Investor Rights Agreement, duly executed by Buyer;
(e) the Registration Rights Agreement, duly executed by Buyer;
(f) a certificate duly executed by an authorized corporate (or other entity) officer of Buyer, dated as of the Closing Date, certifying on behalf of Buyer that the conditions set forth in Section 10.3(a) have been fulfilled; and
(g) all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Seller.
