Closing Obligations. At the Closing Sample Clauses

Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer: (i) certificates representing the Company Shares to Buyer, properly endorsed for transfer or with executed stock powers attached, for transfer to Buyer; (ii) a release in the form of Exhibit 2.2(a)(ii), executed by each of the Shareholders (the "Release"); (iii) a pledge agreement in the form of Exhibit 2.2(a)(iii), executed by each of the Shareholders (the "Pledge Agreement"), along with executed stock powers, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, in connection with the Pledged Shares; (iv) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(a)(iv) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Shareholders' Counsel"); (v) employment agreements in the form of Exhibit 2.2(a)(v), executed by those Shareholders to whom Buyer has offered employment (collectively, "Shareholder Employment Agreements"); (vi) evidence to Buyer's satisfaction that the Company has terminated all of its Employee Benefits Plans (other than Employee Welfare Benefit Plans), with such termination effective prior to the Closing Date; and (b) Buyer shall deliver to the Shareholders: (i) certificates representing the number of Buyer Shares to be issued to the Shareholders at the Closing pursuant to Section 1.3(b) hereof; (ii) written opinion of counsel dated as of the Closing Date in substantially the form of Exhibit 2.2(b)(ii) with only such changes therein as shall be in form and substance reasonably satisfactory to Buyer (the " Opinion of Buyer's Counsel"); and (iii) the Shareholder Employment Agreements, executed by Buyer.

Closing Obligations. At the Closing. (a) Sellers shall deliver to Buyer: (i) certificates representing the Shares, endorsed in blank (or accompanied by stock powers executed in blank) and otherwise in proper form for transfer; (ii) the Organizational Documents of each Acquired Company filed with any Governmental Body in connection with its organization, duly certified as of a recent date by the Secretary of State or other appropriate authority of the jurisdiction of its incorporation or organization, together with a certificate dated as of the Closing Date from the Secretary of each Acquired Company to the effect that no amendments to such Organizational Documents have been filed since the date referred to above; (iii) the Organizational Documents of each Acquired Company not filed with a Governmental Body in connection with its organization, certified as of the Closing Date by the Secretary of each Acquired Company; (iv) certificates dated as of a date not more than five (5) days prior to the Closing Date as to the good standing of each Acquired Company [and payment of applicable state Taxes], issued by the appropriate Governmental Body of the jurisdiction of the Acquired Company’s organization and each jurisdiction in which the Acquired Company is licensed or qualified to do business as a foreign entity as specified in Part 3.1 of the Disclosure Letter; (v) releases in the form of Exhibit 2.4(a)(v) executed by Xxxxxxx; (vi) an employment agreement in the form of Exhibit 2.4(a)(vi), executed by and the Company; (vii) an escrow agreement in the form of Exhibit 2.4(a)(vii), executed by Sellers (the “Escrow Agreement”); and (viii) the certificate referred to in Section 8.3. (b) Buyer shall deliver to Sellers’ Representative (or in the case of the Escrow Funds, to the Escrow Agent): (i) the Closing Payment; (ii) the Promissory Notes; (iii) the Escrow Funds; (iv) the Escrow Agreement, executed by Xxxxx and the Escrow Agent; and (v) the certificate referred to in Section 9.3.

Closing Obligations. At the Closing. (a) Buyer shall deliver (or cause to be delivered) to Seller (or as otherwise expressly provided below) the following items (all documents, certificates and other items listed below that are required to be executed, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer, Parent or, if applicable, an Affiliate of Buyer) (collectively, the “Buyer Deliverables”): (i) by wire transfer in same day funds to Seller, in accordance with Seller’s written instructions (to be provided to Buyer at least two (2) Business Days prior to the Closing), an amount equal to the Closing Amount; (ii) instructions to the Escrow Agent to deliver the Performance Deposit to Seller; (iii) the Parent Consideration Shares, if issued pursuant to Section 3.1(a)(ii); (iv) an Assignment, Xxxx of Sale and Conveyance, in form and substance substantially similar to that set forth on Exhibit F (the “Assignment”), covering the Properties, in sufficient counterparts for recordation in each of the counties in which the Properties are located; (v) assignments in the form required by any Governmental Authority for the assignment of any Properties controlled by such Governmental Authority in sufficient duplicate originals to allow recording and filing in all appropriate offices; (vi) (A) such evidence (including evidence of satisfaction of all applicable bonding requirements) as Seller may reasonably require, that Buyer is qualified with the applicable authorities to succeed Seller as the owner and, where applicable, operator of the Properties and (B) such forms as Seller may reasonably request for filing with the applicable authorities to reflect Buyer’s assumption of plugging and abandonment liabilities with respect to the Xxxxx; (vii) all necessary letters in lieu of transfer orders directing all purchasers of production to pay Buyer the proceeds attributable to production from the Leases and Xxxxx from and after the Effective Time, in form and substance substantially similar to that set forth on Exhibit H (the “Letters In Lieu”), which shall be prepared by Seller, to the reasonable satisfaction of Buyer; and (viii) any other agreements provided for in this Agreement or necessary to effectuate the transactions contemplated by this Agreement, as may be reasonably requested by Seller. (b) Seller shall deliver (or cause to be delivered) to Buyer the following items (all documents, certificates and other items listed below that are required to be executed, other t...

Closing Obligations. At the Closing. 1.11.1 Sellers will deliver the following to Buyer (collectively the “Sellers’ Closing Documents”): (a) Assignments, in accordance with the terms of this Agreement, assigning all of Sellers’ right, title and interest in and to the Units; (b) Releases in the form of Exhibit 1.11.1(b)(1) and (b)(2) executed by the Executive Sellers indicating that each Executive Seller shall release the Acquired Companies from any and all claims, liabilities or obligations as set forth in such release (collectively “Executive Sellers’ Releases”); (c) Release in the form of Exhibit 1.11.1

Closing Obligations. At the Closing. (a) Each Seller will deliver to Buyer a Membership Interest Transfer Power for the transfer of the Interest to Buyer, attached hereto as Exhibit A. (b) Buyer will deliver to Seller all such other documents, certificates, agreements, instruments, third party consents, opinions and certificates in connection with the contemplated transaction herein reasonably required or as Seller may reasonably request, in form and substance reasonably satisfactory to Sellers, duly executed by Buyer. (c) Sellers will deliver to Buyer all such other documents, certificates, agreements, instruments, third party consents, opinions and certificates in connection with the contemplated transaction herein reasonably required or as Buyer may reasonably request, in form and substance reasonably satisfactory to Buyer, duly executed by Sellers.