Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver to the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others):
(a) A Xxxx of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(b) An Assignment and Assumption Agreement in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Buyer shall be assigned and shall assume the Assumed Real Property Leases, Assumed Contracts and Assumed Liabilities from the Seller Group (the “Assignment and Assumption Agreement”);
(c) A copy of the Sale Order;
(d) Trademark, patent and domain name assignments in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property to the Buyer (the “IP Assignments”);
(e) The Escrow Agreement and the Second Escrow Agreement, each in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(f) The applicable Agency Agreement in a form reasonably satisfactory to the Sellers, the Buyer and the Agent;
(g) A copy of the resolutions adopted by the Sellers’ Boards of Directors authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy;
(h) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement; and
(i) All other documents, certificates, instruments or writings, including the Ancillary Agreements, reasonably requested by the Buyer in connection herewith.
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall deliver or cause to be delivered to Purchaser the following:
(a) An assignment of Membership Interests in the form attached hereto as Exhibit C (the “Assignment”).
(b) The Noncompetition Agreement to which Seller Principals are parties, executed by Seller Principals.
(c) Resignations of Sellers from each position they respectively hold with the Company as a manager, officer, director or otherwise, dated as of the Closing Date.
(d) A receipt for the funds paid by Purchaser to Sellers pursuant to Section 2.2(a)(i), executed by Sellers.
(e) Such other documents, instruments or certificates as shall be reasonably requested by Purchaser or its counsel.
Deliveries by the Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, the Sellers shall deliver or cause to be delivered the following to Buyer:
(a) a counterpart of the Produced Water Agreement, duly executed by the Sellers or their Affiliates that are parties thereto;
(b) a counterpart of the Memoranda of Agreement, duly executed by the Sellers or their Affiliates that are parties to the Produced Water Agreement;
(c) a counterpart of the Transition Services Agreement, duly executed by HFS;
(d) a counterpart of the Side Letter Agreement, duly executed by the Sellers that are parties thereto;
(e) a counterpart of the Shared Use Agreement, duly executed by the Sellers that are parties thereto;
(f) counterparts of one or more Bills of Sale, duly executed by the Sellers that are parties thereto;
(g) counterparts of one or more Deeds, duly executed by the Sellers that are parties thereto;
(h) a properly completed and executed statement from each of HEP, HOC, and the Tax Owner of HFS, each dated as of the Closing Date and each meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2);
(i) a properly completed and executed Texas Railroad Commission Form P-4 change of operator form with respect to each Water Well, naming Buyer as the operator of such Water Well, except with respect to any Freshwater Well that is not transferred at Closing in accordance with Section 6.14;
(j) Lien releases, in form and substance reasonably satisfactory to Buyer, effecting the full and complete release of all Liens on the Water Assets (with the exception of Permitted Liens), duly executed by the holders thereof, including releases of any Liens in favor of the lenders under the Parent Credit Facility;
(k) a counterpart of a termination letter in a form mutually agreeable to the Parties evidencing the termination of that certain Water Management Services Agreement, dated June 25, 2018, between EnWater Midstream, LLC and Halcón Energy Properties, Inc., duly executed by the Sellers that are parties thereto; and
(l) such other bills of sale, assignments, certificates, cross receipts, instruments and documents as Buyer may reasonably request in order to effectuate the transfer, assignment and conveyance to Buyer of the Water Assets and the assumption of the Assumed Liabilities as contemplated herein and to consummate the other transactions contemplated by this Agreement and the Transaction Documents.
Deliveries by the Sellers at Closing. At the Closing, the Sellers’ Representative shall deliver or cause to be delivered to Purchaser the following signed by each of the requisite Sellers and/or Sellers’ Representative, as applicable:
a. Stock ce1tificates representing the ten million (10,000,000) Shares in Purchaser owned by the Sellers, duly endorsed in blank or accompanied by stock powers duly executed in blank.
b. A signed Termination of Escrow Agreement and Joint Instruction executed by each Seller in substantially the form provided in Exhibit B.
Deliveries by the Sellers at Closing. At Closing, the Sellers shall ------------------------------------ deliver to ART:
(a) any bills of sale or other instruments of assignment reasonably required or requested by ART to transfer, convey and assign the Assets to ART;
(b) certified copies of appropriate corporate resolutions of Columbia authorizing Columbia, and certified copies of appropriate consents of partners of Millimeter authorizing Millimeter, to enter into and perform its obligations under this Agreement;
(c) copies of the charter documents of Sellers certified by the appropriate public official and copies of the by-laws and partnership agreement, as appropriate, of Sellers certified by its respective Secretary; and
(d) all such other documents and instruments as ART or its counsel shall reasonably request to consummate or evidence the transactions contemplated hereby;
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Buyers the following:
Deliveries by the Sellers at Closing. Upon the terms and subject to the conditions contained herein, at the Closing, the Sellers shall take the following actions:
Deliveries by the Sellers at Closing. At Closing, the Sellers will deliver or cause to be delivered to the Purchaser the following:
(a) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) with signatures notarized, together with any other documents reasonably required for the sale, conveyance, transfer and delivery of the Shares to Purchaser;
(b) a certificate, dated the Closing Date and signed by the Seller Representative, certifying the fulfillment of the matters set forth in Sections 8.1, 8.2 (insofar as it relates to Proceedings involving the Sellers or the Companies) and 8.3;
(c) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Companies, certifying as to (i) the completeness and correctness of attached copies of such Company's certificate of incorporation and bylaws (including amendments thereto), (ii) resolutions of the stockholders of the Companies approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (iii) the incumbency and signatures of the officers of the Companies executing this Agreement and any other certificate or document delivered in connection herewith;
(d) the resignation of such officers and directors of the Companies as the Purchaser shall have previously requested in writing;
(e) certificates, dated as of a date not more than twenty (20) days prior to the Closing Date, duly issued by the appropriate Governmental Body for each of the Companies in the states of their respective organization, showing the Companies are in good standing and authorized to do business in such jurisdictions;
(f) the original minute books, stock books, ledgers and registers and other similar corporate records of the Companies;
(g) each of the persons listed on Schedule 3.2
Deliveries by the Sellers at Closing. At Closing, the Sellers will deliver to Buyer:
(a) membership interest certificates representing the Subject Membership Interests together with Assignments of Membership Interests in substantially the same form as attached hereto as Exhibit A;
(b) the Lock-Up Agreement (as hereinafter defined) duly executed by the Sellers;
(c) the Employment Agreements (as hereinafter defined) duly executed by Xxxxx (as hereinafter defined) and Xxxxxxx (as hereinafter defined);
(d) all documents, instruments and certificates required pursuant to Section 6.1 hereof; and
(e) any and all such other documents, instruments and certificates as the Buyer shall reasonably request in order to effectuate the transactions contemplated by this Agreement.
Deliveries by the Sellers at Closing
