Closing Obligation Sample Clauses

Closing Obligation. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall deliver to Buyer the original executed Assignments and Seller shall execute and deliver to Buyer such other instruments as may be required to convey the Properties to Buyer in accordance with this Agreement. (b) Seller shall deliver or make arrangements to be delivered to Buyer all of Seller’s right, title and interest in and to the Data, and (b) all documents, records, maps, seismic interpretations and data, logs, scout tickets, engineering data, will files, land, accounting and marketing contracts, files and records (the “Records”) that relate to, describe or affect the Assets. (c) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement setting out all adjustments to the Properties Purchase Price as of the Closing Date. (d) Buyer shall deliver to Seller or to the lienholder as agreed between the Parties, to the accounts and in the amounts designated by Seller in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Total Purchase Price reflected in the Preliminary Settlement Statement agreed upon by the Parties. (e) Seller shall deliver to Buyer the certificates referred to in Section 6.5. (f) Seller shall deliver to Buyer the items referred to in Section 6.9. (g) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof directing all purchasers of production to make payment to Buyer of proceeds attributable to production from the Assets after the Closing Date. (h) Buyer shall deliver to Seller the certificate referred to in Section 7.5. (i) Energytec shall provide Buyer with executed change of operator forms on all ▇▇▇▇▇ (active or inactive) operated by Energytec on the Properties as required by applicable law in the jurisdiction where the Property is located, to effect a change of operator for the Properties, subject to any applicable operating agreement with non-selling co-owners. (j) Immediately after the Closing, Buyer shall notify all non-operators, oil and gas buyers, governmental agencies and royalty owners that it has purchased the Properties and Seller and Buyer shall execute any necessary transfer orders. (k) Third Party Owners shall delver to Buyer such ...

Closing Obligation. Subject to the terms and conditions of this Agreement, YRC and Company expect to proceed to the Closing in substantial accordance with the Planning Schedule; provided that, if the Closing does not occur on or before the “Outside Closing Date” of December 15, 2020, then, absent an agreement to extend the Outside Closing Date, either YRC or Company may elect to terminate this Agreement by delivery of written notice to the other party. The Closing date shall be established mutually by YRC and Company, and the Closing may be conducted via electronic means.

Closing Obligation. REBKEE CO. acknowledges that at certain times, Purchaser’s intended use will require the use of additional parking spaces located on other property REBKEE CO. (or an affiliate of REBKEE CO.) is acquiring that is adjacent to the Property. REBKEE CO. agrees to permit Purchaser (including its invitees) to use at least 1,000 parking spaces adjacent to the Property in connection with Purchaser’s intended use. To the extent an affiliate or subsidiary of REBKEE CO. owns the property on which such parking spaces are located, REBKEE CO. will cause such affiliate or subsidiary to be bound by the terms of this Section XII. Upon mutual agreement, the parties may memorialize the terms of this Section XII in a separate cross-parking agreement. The provisions of this Section XII will survive closing. {Counterpart signature pages follow} {Counterpart signature page 1 of 2} WITNESS the following signature and seal: SELLER: Rebkee Co., a Virginia corporation By: (SEAL) Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of , 2019, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President of Rebkee Co., a Virginia corporation, on behalf of the corporation. My commission expires Notary Public No. {Counterpart signature page 2 of 2} WITNESS the following signature and seal: # Date Initials PURCHASER: COUNTY OF HENRICO, VIRGINIA a political subdivision of the Commonwealth of Virginia By: (SEAL) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: County Manager COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of ▇▇▇▇▇▇▇▇▇▇, County Manager of the County of Henrico, Virginia. My commission expires Notary Public No. Henrico County Real Property Department Under Supervision of the Henrico County Attorney’s Office ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Title Insurance Company: Portions of GPIN Nos. ▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ & ▇▇▇-▇▇▇-▇▇▇▇ Consideration: $8,300,00.00 Assessment:

Closing Obligation. At the Closing, the following events shall occur: (a) Sellers and Buyer shall execute, acknowledge and deliver to each other the Assignment and B▇▇▇ of Sale in substantially the form attached as Annex “E” conveying the Assets to Buyer; (b) Sellers and Buyer shall execute, acknowledge and deliver transfer orders or letters-in-lieu thereof directing all parties paying for production to make payment to Buyer of proceeds attributable to production from the Leasehold Interests after the Effective Time (to the extent such proceeds have not previously been disbursed to Sellers); (c) Buyer shall, or shall cause the person its designates as the new operator to, execute, acknowledge, and deliver to Sellers the Texas Railroad Commission Form P-4 for each unit and well comprising a part of the Assets necessary to transfer operations with respect to such units and w▇▇▇▇ to Buyer or its designee, and Sellers shall, or shall cause the current operator to, execute and timely thereafter file such Forms with the Texas Railroad Commission; (d) Buyer shall pay the Initial Adjusted Purchase Price to Sellers; (e) Sellers shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement; and (f) Buyer shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement.

Closing Obligation. The Parties acknowledge and agree that LSB's or its subsidiaries' obligation to acquire and pay for the LSB Acquired Assets is conditioned only upon the closing of the acquisition by ON of the Acquired Assets other than the LSB Acquired Assets, and that LSD or its subsidiaries are unconditionally obligated to acquire the LSD Acquired Assets if ON consummates its acquisition of the Acquired Assets (exclusive of the LSD Acquired Assets).

Closing Obligation. 8.1 After the Closing, the Target Company and the NIO Parties undertake that, during the performance of this Agreement, they shall have the obligation to promptly, completely and accurately disclose to the Investors or the Directors appointed by the Investor with respect to their breaches of the representations, warranties and covenants hereunder. 8.2 Unless acting in accordance with the Transaction Documents or with the prior written consent of the Investors, the Target Company and the NIO Parties covenant that the Target Company and other Group Members will at all times: 8.2.1 Carry out operations in the ordinary course, and maintain its normal business partnership with customers to ensure that the goodwill and operations of the Group Members will not suffer from the Material Adverse Effect after the Closing Date; 8.2.2 To regulate the related-party transactions, and none of the Affiliates of the Group Members shall infringe upon the interests of the Group Members through related-party transactions and dealings; 8.2.3 Perform executed contracts, agreements or other documents relating to the assets and business of the Group Members in a timely manner; 8.2.4 Guarantee that the Target Company and other Group Members will continue to operate legally, and obtain and maintain the governmental approval documents and other permits and consents necessary for their operation; and 8.2.5 Promptly notify the Investor in writing of any event, fact, condition, change or other circumstances that have had or may have Material Adverse Effect on the Target Company or other Group Members. 8.3 After the Closing Date, the Target Company shall immediately establish a sound financial system, including but not limited to financial internal control system, in order to ensure that the internal financial authorization of the Company is clear, financial data and records are accurate and the financial treatment complies with the PRC Laws and internal management rules of the Company; and prohibit use of personal accounts for receipts and payments of the Company. 8.4 The NIO Parties warrant that when NIO Co., Ltd. and Anhui Jianghuai Automobile Group Limited by Shares sign a supplementary agreement or renew the cooperation agreement for automobile manufacturing cooperative factories, such agreement shall further specify the mechanism for loss subsidy, assumption and recovery of product quality liability, and the adjustment mechanism for single vehicle processing costs. 8.5 NIO HK and N...

Closing Obligation