Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to Sellers, among other things, the following: (a) The Preliminary Settlement Statement, executed by Purchaser; (b) A wire transfer of the Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a); (c) A Subject Securities Assignment, duly executed by Purchaser; (d) Asset Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (e) Assignments, duly executed by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices; (f) Subject to Section 6.3, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D; (g) A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; and (h) All other documents and instruments reasonably requested by Sellers from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to Purchaser.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Series B Preferred Unit Purchase Agreement (Black Stone Minerals, L.P.), Purchase and Sale Agreement (Black Stone Minerals, L.P.)
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers Seller of its obligations pursuant to Section 8.2, Purchaser and/or Purchaser Parent, as applicable, shall deliver or cause to be delivered to Sellers, among other things, Seller the following:
(a) The Preliminary Settlement Statement, executed by Purchaser;
(bi) A a wire transfer of the Closing Payment Cash Payment, in same-day funds to Seller, (ii) if applicable, a wire transfer of the aggregate Disputed Amount, in same-day funds to the Persons Defect Escrow Account, and accounts designated (iii) evidence of the issuance of the Purchaser Parent Shares (in book-entry form with customary restrictive legends) to Seller by instruction to the Preliminary Settlement Statement described in Section 2.5(a)Purchaser Parent’s transfer agent or otherwise;
(cb) A Subject Securities Assignment, duly executed by Purchaser;
(d) Asset Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(e) Assignments, duly executed by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
(f) Subject to Section 6.3, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed a certificate by an authorized corporate officer of PurchaserPurchaser and Purchaser Parent, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled;
(c) evidence of replacement bonds, guarantees, and letters of credit, pursuant to Section 5.9, in each case, such being reasonably satisfactory to Seller;
(d) counterparts of the Registration Rights Agreement, duly executed by Purchaser Parent;
(e) counterparts of the Assignment of Interests, duly executed by Purchaser;
(f) to the extent necessary to consummate the transactions contemplated hereby, applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets, duly executed and delivered by Purchaser;
(g) the Closing Settlement Statement, duly executed by Purchaser; and
(h) All such other documents and instruments documentation as is reasonably requested by Sellers from Purchaser that are necessary required to transfer the Asset Seller Assets and Subject Securities Acquired Membership Interests to Purchaser.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.)
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers Seller of its obligations pursuant to Section 8.210.2, Purchaser shall deliver or cause to be delivered to SellersSeller, among other things, the following:
(a) The Preliminary Settlement Statement, duly executed by Purchaser;
(b) A wire transfer of the Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a);
(c) A Subject Securities Assignment, duly executed by Purchaser;
(d) Asset Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(ed) Assignments, duly executed by Purchaser, in the forms required by federal, state, state or tribal agencies for the assignment of any federal, state, state or tribal Mineral InterestsOil and Gas Properties, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
(fe) Subject to Section 6.3, lettersLetters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx Oil and Gas Properties duly executed by Purchaser in the form attached hereto as Exhibit D;
(gf) A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a9.1(a) and Section 7.1(b9.1(b) have been fulfilled; and;
(g) Evidence of release or replacement of all Credit Support required pursuant to Section 5.10, and evidence of such other authorizations and qualifications as may be necessary for Purchaser to own the Assets;
(h) All other documents and instruments reasonably requested by Sellers Seller from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to Purchaser.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Resources 12, L.P.), Purchase and Sale Agreement (Energy Resources 12, L.P.)
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of its their obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to Sellers, among other things, the followingdelivered:
(a) The Preliminary Settlement StatementTo Sellers, executed by Purchaser;
(b) A a wire transfer of the Closing Payment in same-day funds to the Persons and accounts account(s) designated in the Preliminary Settlement Statement described in Section 2.5(a);
(c) A Subject Securities Assignment, duly executed by writing to Purchaser;
(db) Asset To Sellers, Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in on all appropriate jurisdictions and offices;
(ec) AssignmentsTo Sellers, duly executed by Purchaser, assignments in the forms form required by federal, state, state or tribal agencies for the assignment of any federal, state, state or tribal Mineral InterestsOil and Gas Properties, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
(fd) Subject to Section 6.3To Sellers, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed a certificate by an authorized corporate officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; ;
(e) To Sellers, counterparts of the Transition Agreement duly executed by Purchaser;
(f) To Sellers, with respect to Xxxxx operated by Seller, executed Texas Railroad Commission form P-4s, designating Purchaser (or such Third Party as may have been selected as operator under any applicable Contract) as operator of such Xxxxx;
(g) To Sellers, evidence of replacement of all Seller’s Bonds required pursuant to Section 6.6, and evidence of the filing by or on behalf of Purchaser of a P-5 organization report, and the issuance to Purchaser of an operator number by the Texas Railroad Commission and evidence of such other authorizations and qualifications as may be necessary for Purchaser to own and, with respect to Assets currently operated by Seller, operate the Assets;
(h) All other documents and instruments reasonably requested by Sellers from Purchaser that are necessary To the Escrow Agent, a wire transfer of same day funds in an amount equal to transfer the Asset Seller Assets and Subject Securities to Purchaserremainder of (i) the Initial Holdback Amount minus (ii) the Deposit.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (W&t Offshore Inc)
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of its obligations pursuant to Section 8.2, Purchaser shall deliver to Seller or cause to be delivered to SellersSeller, among other thingsunless waived by Seller, the following:
(a) The Preliminary Settlement Statement, executed Closing Purchase Price owed by Purchaser, by wire transfer of immediately available funds to the account designated pursuant to Section 16.1;
(b) A wire transfer four (4) originals of the Closing Payment in same-day funds Assignment and Xxxx of Sale referred to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a)16.2(a) executed by an Authorized Officer of Purchaser, and acknowledged;
(c) A Subject Securities Assignmentfour (4) originals of the Deed referred to in Section 16.2(b), duly executed by an Authorized Officer of Purchaser, and acknowledged;
(d) Asset Conveyances, duly four (4) originals of the Transition Services Agreement executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and officesan Authorized Officer of Purchaser or its Affiliate;
(e) Assignments, duly four (4) originals of the Certificate executed by an Authorized Officer of Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
; (f) Subject to Section 6.3, letters-in-lieu four (4) originals of transfer orders with respect to certificates of the Mineral Interests Secretary or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed by an authorized officer Assistant Secretary of Purchaser, dated as on the Closing Date, certifying (i) that a true and correct copy of the Closingresolutions of Purchaser’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in HOUSTON 1151220v.11 full force and effect; (ii) that true and correct copies of the articles of incorporation, certifying bylaws or other governing documents of Purchaser and all amendments thereto are attached thereto and (iii) as to the incumbency and authorization of Purchaser’s signatory executing on behalf of Purchaser that this Agreement and the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; and
(h) All other documents and instruments reasonably requested by Sellers from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to Purchaser.executed in connection herewith;
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Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers Seller of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to SellersSeller (or, in the case of the items specified in clauses (a) and (k) below, to Seller’s designee pursuant to Section 2.1(d), as applicable), among other things, the following:
(a) The Preliminary Settlement Statement, executed by PurchaserA number of shares of Purchaser Stock equal to the Closing Consideration;
(b) A wire transfer of the Closing Payment in same-day funds The Defect Escrow Shares to the Persons and accounts designated in the Preliminary Settlement Statement described Escrow Agent as provided in Section 2.5(a3.8(e), if applicable;
(c) A Subject Securities Assignment, duly executed by Purchaser[Reserved];
(d) Asset ConveyancesCounterparts of the Assignment and Bill of Sale, duly executed and acknowledged by PurchaserPxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(e) AssignmentsCounterparts of the Mineral Deed, duly executed and acknowledged by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by PurchaserPxxxxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(f) Subject to Section 6.3Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, letters-in-lieu of transfer orders with respect duly executed and acknowledged (to the Mineral Interests or Xxxxx duly executed extent so required) by Purchaser Purchaser, in the form attached hereto as Exhibit Dsufficient duplicate originals to allow recording and filing in all appropriate offices;
(g) A certificate, certificate duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section Sections 7.1(a) and Section 7.1(b) have been fulfilled;
(h) Where notices of approval, consent, or waiver are received by Purchaser pursuant to a filing or application under Section 6.6, copies of such notices;
(i) Evidence of replacement of all Credit Support to the extent required pursuant to Section 12.4;
(j) Any other forms or instruments required by any Governmental Authority relating to the assignments or transfer of any interest in or to any of the Assets;
(k) A counterpart of the Registration Rights Agreement, duly executed by Pxxxxxxxx;
(l) The Preliminary Settlement Statement, duly executed by Pxxxxxxxx;
(m) Evidence reasonably satisfactory to Seller of the satisfaction of the condition set forth in Section 7.1(e);
(n) Joint written instructions to the Escrow Agent to retain the Stock Deposit, which Purchaser Stock, after Closing, shall become the Holdback Escrow Shares in accordance with Section 8.5(a);
(o) A counterpart of the Surface Use Agreement, duly executed by Pxxxxxxxx; and
(hp) All other documents instruments, documents, and instruments other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Sellers from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to PurchaserSeller.
Appears in 1 contract
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this AgreementPurchaser is delivering, and subject to the simultaneous performance by Sellers of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause causing to be delivered delivered, to Sellers, among other things, Seller the following:
(a) The Preliminary Settlement Statementa wire transfer of the Closing Payment, executed by Purchaserin immediately available funds;
(b) A wire transfer the Assignment and Bill of the Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a);
(c) A Subject Securities Assignment, duly executed by Purchaser;
(d) Asset Conveyances, duly executed by PurchaserSale, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Xxxxxxxxx and acknowledged before a notary public;
(c) assignments in form required by any Governmental Body for the assignment of any Assets controlled by such Governmental Body, duly executed by Xxxxxxxxx, in sufficient duplicate originals to allow recording and/or filing in all appropriate offices;
(d) a certificate duly executed by the secretary or any assistant secretary of Xxxxxxxxx, dated as of Closing, (i) attaching and certifying on behalf of Purchaser complete and correct copies of the resolutions of the Board of Directors or other equivalent governing body of Purchaser authorizing the execution, delivery, and performance by Purchaser of this Agreement and the transactions contemplated hereby, which resolutions or consent shall be dated prior to the date of this Agreement, and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or any document delivered in connection with Closing;
(e) Assignments, duly executed by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by PurchaserORRI Conveyance, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;, duly executed by Xxxxxxxxx and acknowledged before a notary public; and
(f) Subject all other instruments, documents, and other items reasonably necessary to Section 6.3effectuate the terms of this Agreement, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; and
(h) All other documents and instruments may be reasonably requested by Sellers from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to PurchaserSeller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cyber App Solutions Corp.)
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers Seller of its obligations pursuant to Section 8.2, Purchaser and/or Purchaser Parent, as applicable, shall deliver or cause to be delivered to Sellers, among other things, Seller the following:
(a) The Preliminary Settlement Statement, executed by Purchaser;
(bi) A a wire transfer of the Closing Payment Cash Payment, in same-day funds to Seller, (ii) if applicable, a wire transfer of the aggregate Disputed Amount, in same-day funds to the Persons Defect and accounts designated Indemnity Escrow Account, (iii) a wire transfer of the Additional Escrow Amount, in same-day funds to the Preliminary Settlement Statement described Defect and Indemnity Escrow Account, and (iv) evidence of the issuance of the Purchaser Parent Shares (in Section 2.5(a)book-entry form with customary restrictive legends) to Seller by instruction to the Purchaser Parent’s transfer agent or otherwise;
(cb) A Subject Securities Assignment, duly executed by Purchaser;
(d) Asset Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(e) Assignments, duly executed by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
(f) Subject to Section 6.3, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed a certificate by an authorized corporate officer of PurchaserPurchaser and Purchaser Parent, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled;
(c) Intentionally Omitted;
(d) counterparts of the Assignment of Interests, duly executed by Purchaser;
(e) to the extent necessary to consummate the transactions contemplated hereby, applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets, duly executed and delivered by Purchaser;
(f) the Closing Settlement Statement, duly executed by Purchaser; and
(hg) All such other documents and instruments documentation as is reasonably requested by Sellers from Purchaser that are necessary required to transfer the Asset Seller Assets and Subject Securities Acquired Membership Interests to Purchaser.
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