Common use of First and Second Closings Clause in Contracts

First and Second Closings. The Parties will consummate the transaction contemplated by the Purchase Agreement ("CLOSE") in two stages: (i) On June 27, 2013 (the "FIRST CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to closing, the Parties shall Close as to an undivided one- half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "FIRST CLOSING"). Such undivided one-half (1/2) of the Interests is herein referred to as the "FIRST TRANCHE". The amount payable at the First Closing for the First Tranche shall be one half (l/2) of the unadjusted Purchase Price. (ii) On September 1, 2013 (the "SECOND CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to the Second Closing as described herein below, the Parties shall Close as to an undivided one-half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "SECOND CLOSING). Such undivided one-half (1/2) of the Interests is herein referred to as the "SECOND TRANCHE". The amount payable at the Second Closing for the Second Tranche shall be one half (1/2) of the Purchase Price, plus or minus the net adjustments to the Purchase Price contemplated to be made at Closing under the Purchase Agreement. (iii) The Closing Statement will be due two (2) days prior to the Second Closing, and Seller shall submit the Final Accounting Statement to Buyer within ninety (90) days after the Second Closing. Adjustments to the Purchase Price (if any) reflected in the Closing Statement and the Final Accounting Statement will include any such adjustments relating to both the First and Second Tranches. (iv) Notwithstanding the postponement of Closing as to the Second Tranche, there shall be no extension of the deadline to submit Asserted Defects.

Appears in 2 contracts

Samples: Purchase, Sale and Participation Agreement (Three Forks, Inc.), Purchase, Sale and Participation Agreement (Three Forks, Inc.)

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First and Second Closings. The Parties will consummate the transaction contemplated by the Purchase Agreement ("CLOSE") in two stages: (i) On The First Closing occurred on June 27, 2013 (the "FIRST CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to closing, the Parties shall Close as to an undivided one- half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "FIRST CLOSING"). Such undivided one-half (1/2) of the Interests is herein referred to as the "FIRST TRANCHE". The amount payable at the First Closing for the First Tranche shall be one half (l/2) of the unadjusted Purchase Price2013. (ii) On September The Second Closing Date shall be October 1, 2013 (hereafter the "SECOND CLOSING DATE"), subject . Subject to the satisfaction of the Parties' respective conditions to the Second Closing as described herein below, the Parties shall Close as to an undivided one-half (1/2) of the Interests, being an undivided 37.5% interest in and to Second Tranche on the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "SECOND CLOSING). Such undivided one-half (1/2) of the Interests is herein referred to as the "SECOND TRANCHE"Second Closing Date. The amount payable at the Second Closing for the Second Tranche shall be calculated as follows: (a) one half (1/2) of the Purchase Price, Price (and the Deposit shall be applied to such amount); (b) plus or minus the net adjustments to the Purchase Price contemplated to be made at Closing under the Purchase Agreement, to the extent attributable to the Second Tranche; (c) without duplication of any upward adjustment under (b) above, the Purchase Price shall be adjusted upward by an amount equal to a 37.5% share (representing the pro rata share allocable to the Second Tranche) of the following Authorities for Expenditure ("AFEs"), to be adjusted after the Second Closing to accurately reflect the actual cost of the operations authorized pursuant to such AFEs: (i) AFE #B1-813, Xxxxxx #1 Well, $61,380 (to the 8/8ths interest); (ii) AFE #G2-02, Xxxxxxx #2 Well, $73,106 (to the 8/8ths interest); (iii) AFE #H15-13, Xxxx #15 SWD well, $86,955 (to the 8/8ths interest); and (iv) AFE #LS-133, Xxxxx XxXxxxx #1 SWD well, $35,640 (to the 8/8ths interest) (collectively, such AFEs are referred to as the "INTERIM AFES"); (d) without duplication of (b) or (c) above, the Purchase Price shall be adjusted upward by an amount equal to the out-of-pocket costs and expenses incurred by Seller in connection with the negotiation and preparation of this Fourth Amendment, including, without limitation, legal fees billed to Seller by Xxxxxxxx & Knight, LLP as Seller's counsel, but only to the extent such fees (i) are reasonable, (ii) are supported by customary documentation, (iii) relate to this Fourth Amendment rather than generally to the transaction contemplated by the Purchase Agreement, and (iv) do not exceed the amount of $2,000. (iii) The Closing Statement will be due two (2) days prior to the Second Closing, and Seller shall submit the Final Accounting Statement to Buyer within ninety (90) days after the Second Closing. Adjustments to the Purchase Price (if any) reflected in the Closing Statement and the Final Accounting Statement will include any such adjustments relating to both the First and Second TranchesTranche only. (iv) Notwithstanding the postponement of Closing as to the Second Tranche, there shall be no extension of the deadline to submit Asserted Defects.

Appears in 1 contract

Samples: Purchase, Sale and Participation Agreement (Three Forks, Inc.)

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First and Second Closings. The Parties will consummate the transaction contemplated by the Purchase Agreement ("CLOSE") in two stages: (i) On The First Closing occurred on June 27, 2013 (the "FIRST CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to closing, the Parties shall Close as to an undivided one- half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "FIRST CLOSING"). Such undivided one-half (1/2) of the Interests is herein referred to as the "FIRST TRANCHE". The amount payable at the First Closing for the First Tranche shall be one half (l/2) of the unadjusted Purchase Price2013. (ii) On September The Second Closing Date shall be October 1, 2013 (hereafter the "SECOND CLOSING DATE"), subject . Subject to the satisfaction of the Parties' respective conditions to the Second Closing as described herein below, the Parties shall Close as to an undivided one-half (1/2) of the Interests, being an undivided 37.5% interest in and to Second Tranche on the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "SECOND CLOSING). Such undivided one-half (1/2) of the Interests is herein referred to as the "SECOND TRANCHE"Second Closing Date. The amount payable at the Second Closing for the Second Tranche shall be calculated as follows: (a) one half (1/2) of the Purchase Price, Price (and the Deposit shall be applied to such amount); (b) plus or minus the net adjustments to the Purchase Price contemplated to be made at Closing under the Purchase Agreement, to the extent attributable to the Second Tranche; (c) without duplication of any upward adjustment under (b) above, the Purchase Price shall be adjusted upward by an amount equal to a 37.5% share (representing the pro rata share allocable to the Second Tranche) of the following Authorities for Expenditure ("AFEs"), to be adjusted after the Second Closing to accurately reflect the actual cost of the operations authorized pursuant to such AFEs: (i) AFE #B1-813, Berzas #1 Well, $61,380 (to the 8/8ths interest); (ii) AFE #G2-02, Gregory #2 Well, $73,106 (to the 8/8ths interest); (iii) AFE #H15-13, Hurd #15 SWD well, $86,955 (to the 8/8ths interest); and (iv) AFE #LS-133, Larry LaFleur #1 SWD xxxx, $00,000 (to the 8/8ths interest) (collectively, such AFEs are referred to as the "INTERIM AFES"); (d) without duplication of (b) or (c) above, the Purchase Price shall be adjusted upward by an amount equal to the out-of-pocket costs and expenses incurred by Seller in connection with the negotiation and preparation of this Fourth Amendment, including, without limitation, legal fees billed to Seller by Thompson & Xxxxxt, LLP as Seller's counsel, but only to the extent such fees (i) are reasonable, (ii) are supported by customary documentation, (iii) relate to this Fourth Amendment rather than generally to the transaction contemplated by the Purchase Agreement, and (iv) do not exceed the amount of $2,000. (iii) The Closing Statement will be due two (2) days prior to the Second Closing, and Seller shall submit the Final Accounting Statement to Buyer within ninety (90) days after the Second Closing. Adjustments to the Purchase Price (if any) reflected in the Closing Statement and the Final Accounting Statement will include any such adjustments relating to both the First and Second TranchesTranche only. (iv) Notwithstanding the postponement of Closing as to the Second Tranche, there shall be no extension of the deadline to submit Asserted Defects.

Appears in 1 contract

Samples: Purchase, Sale and Participation Agreement (Three Forks, Inc.)

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