Common use of Deliveries of the Purchaser Clause in Contracts

Deliveries of the Purchaser. As of the Closing Date, the Company and the Sellers shall have received from Purchaser the following documents: (a) a certificate of existence and good standing from the state of incorporation as to the corporate status of Purchaser dated not earlier than ten (10) days prior to the Closing Date; (b) a certificate executed by the Secretary or Assistant Secretary of the Purchaser as to a true and complete copy of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby; (c) a certificate from the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (d) a certified copy of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation; (e) a certificate from the Secretary or Assistant Secretary of Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copy; (f) a copy of an executed Escrow Agreement, which shall be in full force and effect; (g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect; (h) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and (i) such other documents and instruments (if any) as the Company and Sellers may reasonably request in order to effectuate the transactions contemplated by this Agreement.

Deliveries of the Purchaser. As (a) At Closing, if the conditions precedent set forth in clauses 10.1 and 10.2 are satisfied or waived by the Purchaser, the Purchaser shall deliver or cause to be delivered to and in favour of the Closing DateVendor, against those deliveries required to be made by the Vendor, the Company and the Sellers shall have received from Purchaser the following documentsfollowing: (ai) payment of the Purchase Price as set forth in the Closing Statement of Adjustments less the Deposit to the Vendor by the Purchaser by wire transfer of immediately available funds on the Closing Date to the bank account specified in writing by the Vendor; (ii) a certificate of existence an officer of the Purchaser in the form of Schedule “O”; (iii) a certificate of an officer of the Purchaser confirming that the conditions precedent set forth in clauses 10.1 and good standing from the state of incorporation as 10.2 have been waived or to the corporate status Purchaser’s knowledge satisfied; (iv) an agreement executed by the Purchaser and the Guarantor pursuant to which it guarantees the performance by the Corporations after Closing of their obligations under the Crude Oil and Liquids Purchase Contracts, the Seismic Data Licences, the New Freehold Leases and the Transition Services Agreement; (v) releases signed by the new signing authorities of the Corporations as appointed by the Purchaser dated not earlier than ten whereby the Corporations release the directors and officers of the Corporations from any Claims related to such directors and officers acting as directors or officers of the Corporations; (10vi) days prior [Redacted] (vii) any and all other documents which are required to be delivered and, if applicable, executed, by the Purchaser to the Closing Date;Vendor pursuant hereto. (b) a certificate executed by the Secretary or Assistant Secretary All deliveries of the Purchaser shall, except as otherwise stated, be in a form acceptable to a true and complete copy each of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement Vendor and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby; (c) a certificate from the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (d) a certified copy of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation; (e) a certificate from the Secretary or Assistant Secretary of Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copy; (f) a copy of an executed Escrow Agreementtheir respective solicitors, which shall be in full force and effect; (g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect; (h) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and (i) such other documents and instruments (if any) as the Company and Sellers may reasonably request in order to effectuate the transactions contemplated by this Agreementacting reasonably.

Deliveries of the Purchaser. As of At the Closing DateTime, the Company Purchaser will have delivered to the Holder Representative and the Sellers shall have received from Purchaser Company the following documentsin form and substance reasonably satisfactory to the Holders and Holder Representative: (a) a certificate of existence and good standing from the state of incorporation Purchase Price, delivered as to the corporate status of Purchaser dated not earlier than ten (10) days prior to the Closing Datecontemplated in Section 2.4; (b) a certificate executed by the Secretary or Assistant Secretary of the Purchaser as to a true certificates referenced in Sections 5.2.1(a) and complete copy of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby5.2.1(b); (c) a certificate from a senior officer of the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures Holders, in his capacity as an officer of the officers who will execute Purchaser, and not in his personal capacity and without personal liability, that the following conditions have been met: having obtained the final receipt from the Ontario Securities Commission evidencing that a receipt has been, or has been deemed to be, issued for the final prospectus of the Purchaser; the completion or the satisfaction or waiver of all conditions precedent to completion of the Firefly Transaction, but for the payment of the purchase price thereunder; the receipt of all required shareholder and regulatory approvals in connection with the Liquidity Event (as defined in the Subscription Receipt Documents), including, without limitation, the conditional approval of the Exchange for the Listing and the relevant documents at having been accepted for filing with the Closing or who have executed this Exchange; and the delivery by the Purchaser of a joint notice and direction to the Escrow Agent pursuant to the provisions of the Subscription Receipt Agreement;. (d) (i) a certified copy of the Certificate articles of Incorporation incorporation of the Purchaser, certified by the issuing Governmental Agency, and (ii) copies of the following, in each case, certified by a senior officer of the Purchaser: (A) the by-laws of the Purchaser, (B) duly adopted resolutions of the board of directors and shareholders of the Purchaser issued by Purchaser’s state authorizing the execution and delivery of incorporationthis Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder; and (C) a list of the directors and officers authorized to sign agreements together with their specimen signatures; (e) a certificate from of status, compliance, good standing or like certificate with respect to the Secretary or Assistant Secretary Purchaser, issued by the appropriate Governmental Authority in its jurisdiction of incorporation and each jurisdiction in which the Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copycarries on its business; (f) a copy an opinion of an executed Escrow Agreementcounsel to the Purchaser, which shall be dated the Closing Date, addressed to the Company and the Holders in full force form and effectsubstance acceptable to the Company, acting reasonably and in good faith; (g) all Consents described in Section 3.4.7, unless waived by the Company; (h) the ACG Option Agreement, duly executed by the Purchaser; (i) the NSH Option Agreement, duly executed by the Purchaser; (j) the Investor Rights Agreement, duly executed by the Purchaser; (k) the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent; and (l) all other documentation and evidence reasonably requested by the Holders in order to establish the due authorization and completion of all corporate approvals of Purchaser required for the lawful consummation of and effectively implement the transactions contemplated by this Agreement and the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect; (h) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and (i) such other documents and instruments (if any) as the Company and Sellers may reasonably request in order to effectuate the transactions contemplated by this AgreementTransaction Documents.

Deliveries of the Purchaser. As Each of the Closing DateHRII and the Purchaser shall have delivered to the Seller, as indicated, the Company and following items at or prior to the Sellers shall have received from Purchaser the following documentsClosing: (a) a certificate duly executed original of existence and good standing from this Agreement; (b) the state of incorporation stock certificates, made as to designated by the corporate status of Purchaser dated not earlier than ten (10) days Seller prior to the Closing, evidencing the ownership of the Seller of the Acquisition Shares, representing (excluding the Option Shares) not less than Ninety percent 90% of the total issued and outstanding shares of HRII Common Stock as of the Closing Date; ; (bc) a certificate executed the Certificates required by the Secretary or Assistant Secretary Section 5.03 below; (d) Certificates of the Secretaries of each of HRII and the Purchaser certifying (as to a true and complete copy itself only) (i) the incumbency of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of person's signing this Agreement and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby; other Closing Documents on its behalf; (c) a certificate from the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (d) a certified copy of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation; (e) a certificate from the Secretary or Assistant Secretary of Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copy; (fii) a copy of an executed Escrow Agreementits Articles of Incorporation and Bylaws; and (iii) authorizing resolutions by its Board of Directors and shareholders, which shall be in full force as applicable, evidencing the corporate authority to enter into and effect; (g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect; (h) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and (i) such other documents and instruments (if any) as the Company and Sellers may reasonably request in order to effectuate perform the transactions contemplated by this Agreement; (e) Certificates of Good Standing from the Secretary of State of Nevada dated not more than thirty (30) days prior to the date of Closing; and (f) an opinion of counsel to HRII and the Purchaser, in such form as is reasonably acceptable to the Seller, as to such matters of law as is reasonably requested by the Seller with respect to the ability of each of them to perform this Agreement; and (g) the favorable opinion of Xxxxxxxx & Associates, CPAs, Miami, Florida, the independent auditor for the Seller which shall remain the independent auditor for the combined company, that the transaction will not result in any taxable event for the parties. (h) duly executed copies of the Lock Up Agreements referenced in Section 3.04(b), signed by the HRII Insider, who is the subject of such Lock Up, and a certificate from the applicable escrow holder, who is the custodian of the shares subject to each such Lock Up certifying that he is the custodian of the certificates representing such number of shares of each HRII Affiliate subject to Lock Up as is set forth on Schedule 3.04(b).

Deliveries of the Purchaser. As of the Closing DateAt or before Closing, the Company and Purchaser shall deliver or cause to be delivered to the Sellers shall have received from Purchaser Vendor (or as the following documents:Vendor may direct): (a) a certificate of existence and good standing from the state of incorporation as Purchase Price required pursuant to the corporate status of Purchaser dated not earlier than ten (10) days prior to the Closing DateSection 3.6; (b) a certificate the Escrow Agreement in substantially the form of Exhibit 7.6 duly executed by the Secretary or Assistant Secretary of the Purchaser as to a true and complete copy of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements Escrow Amount to which Purchaser is a party and all transactions contemplated hereby and therebybe deposited with the escrow agent thereunder; (c) a certificate from signed by a duly authorized officer of the Secretary Purchaser or Assistant Secretary IMRM, as the case may be, dated the Closing Date, confirming: (i) the accuracy of each of the representations and warranties of each of the Purchaser or IMRM, as the case may be, contained in this Agreement and the Exhibits and Schedules hereto as provided in Section 10.1 of this Agreement; (ii) that all agreements and covenants of the Purchaser or IMRM, as the case may be, required by this Agreement to have been performed or complied with on or prior to the incumbency Closing Date have been so performed or complied with; and signatures (iii) that all corporate action required by the Purchaser or IMRM (including any actions required by directors or shareholders), as the case may be, to authorize the consummation of the officers who will execute documents at the Closing or who transactions and agreements provided for herein have executed this Agreementbeen taken; (d) a certified copy the opinion of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation's Counsel in the form attached as Exhibit 11.3(d); (e) a certificate from the Secretary or Assistant Secretary guarantee of Purchaser that the Purchaser, in the form of Exhibit 11.3(e) in favour of each of the management employees listed on Schedule 4.1(26), guaranteeing payment of the Management Severance Obligations payable by the Company to each such Certificate of Incorporation has not been amended since the date of issuance of such certified copy;management employee; and (f) a copy of an executed Escrow all other agreements, documents, instruments and certificates or evidence required or contemplated by this Agreement, which shall be in full force (including, without limitation, documents and effect; (g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions information contemplated by this Agreement and to be included or contained in the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect; (hSchedules hereto) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and (i) such other documents and instruments (if any) or as the Company Vendor's Counsel, acting reasonably, considers necessary or desirable shall have been delivered to the Vendor prior to or at Closing to complete the Transactions and Sellers may reasonably request to establish that the terms, covenants and conditions contained in order this Agreement to effectuate be performed by the transactions contemplated by this AgreementPurchaser or IMRM have been performed or complied with at or prior to Closing.

Deliveries of the Purchaser. As Simultaneously herewith, the Purchaser is delivering the following to the Seller: 1. the Unadjusted Cash Payment as set forth in Section 2.1; 2. an executed original of the Closing DateEscrow Agreement, the Company and the Sellers shall have received from Purchaser the following documents: (a) a certificate of existence and good standing from the state of incorporation as to the corporate status of Purchaser dated not earlier than ten (10) days prior to the Closing Date; (b) a certificate 3. an executed by the Secretary or Assistant Secretary original of the Purchaser as to a true and complete copy Lease, dated the Closing Date; 4. an executed original of the resolutionsPromissory Note in the principal amount of $1,200,000.00, adopted by dated the Board Closing Date, in substantially the form set forth in EXHIBIT G (the "Promissory Note"); 5. an executed original of Directors the Warrant, dated the Closing Date, in substantially the form set forth in EXHIBIT H (the "Warrant"); 6. an executed original of Purchaserthe officers' certificate in substantially the form set forth on EXHIBIT C-2; 7. an opinion of counsel to the Purchaser in substantially the form set forth in EXHIBIT I hereto; and 8. an Assignment and Assumption Agreement, authorizing dated the executionClosing Date, delivery in substantially the form set forth in EXHIBIT J hereto (the "Assignment and performance of this Agreement Assumption Agreement"). The Seller and the Ancillary Agreements Purchaser are also delivering to which Purchaser is a party each other, simultaneously herewith, such additional certificates, consents, approvals, agreements, and all transactions contemplated hereby and thereby; (c) a certificate from the Secretary or Assistant Secretary of Purchaser as documents relating to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (d) a certified copy of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation; (e) a certificate from the Secretary or Assistant Secretary of Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copy; (f) a copy of an executed Escrow Agreement, which shall be in full force and effect; (g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions contemplated by this Agreement as have been requested and agreed to by such parties, (collectively with this Agreement and all of the Ancillary Agreements documents referred to which Purchaser is a partyin Section 3.2(A) and 3.2(B) above, which shall be in full force and effect; (h) a legal opinion from Xxxxxx Xxxxxxxxx LLPthe "Closing Documents"). The Seller further agrees that at or subsequent to the Closing, outside legal counsel to upon the written request of the Purchaser, it will promptly execute and deliver or cause to be promptly executed and delivered any further assignment, instruments of transfer, bills of sale or conveyances reasonably necessary or desirable to vest fully in substantially the form Purchaser all of Exhibit C hereto; and (i) such other documents the Seller's right, title and instruments (if any) as interest in and to the Company and Sellers may reasonably request in order to effectuate the transactions contemplated by this AgreementAssets.