Obligations of Seller at Closing. At Closing, Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, deliver or cause to be delivered to Buyer, unless waived by Buyer, the following:
(a) an assignment of Seller’s right, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by Seller;
(b) duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Seller;
(c) duly executed original of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2;
(e) assignments of the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”);
(f) certificates of good standing for the Acquired Company from all applicable jurisdictions;
(g) any other forms required by any Governmental Authority relating to the assignment of the Assigned Equity and Acquired XXXXx to Buyer duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to the transfer of the Assigned Equity, including those set forth on Schedule 5.3;
(i) a duly executed original of the Seller Parent Guarantee;
(j) a certificate of the Acquired Company, dated as of the Closing Date and signed by an officer of the Acquired Company, certifying as to the completeness and correctness of attached copies of the Acquired Company’s Organizational Documents (including amendments thereto); and
(k) all releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening the Assigned Equity and Acquired XXXXx (or any thereof), (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledged, which shall, in each case, be in form and substance reasonably satisfactory to Buyer. Seller shall take such other actions and deliver such other documents as are contemplated by this Agreement or as may be reasonably requested by Buyer.
Obligations of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer the following in form and substance reasonably satisfactory to Buyer:
Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following:
(a) A document conveying the Properties substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment and Xxxx of Sale”). The Assignment and Xxxx of Sale shall be executed and acknowledged in four (4) multiple originals, or such greater number as agreed between the Parties;
(b) The Certificate provided for in Section 13.1 (c) above;
(c) Letter of Transmittal and Stock Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II;
(d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”;
(e) The Participation Agreement provided for in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d);
(f) Such other instruments, documents or certificates as necessary to carry out Seller’s obligations under this Agreement; and
(g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.1.
Obligations of Seller at Closing. At Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:
(a) original stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents;
(b) certificates as to legal existence and good standing from the appropriate Governmental Authorities, dated on or about the Closing Date, as to the Company and Seller and qualification to do business in the jurisdictions in which it operates as to the Company;
(c) certified copies of the resolutions of the board of directors of the Seller approving the transactions contemplated in this Agreement, and authorizing the transfer of the Shares from the Seller to the Purchaser as contemplated in this Agreement;
(d) an officer’s certificate in a form reasonably satisfactory to Purchaser to the effect that each of the conditions set forth in Section 6.2 is satisfied in all respects;
(e) an original of a resolution of the Board of Directors of the Company terminating, rescinding and canceling all powers of attorney previously issued by the Company authorizing Persons to act on behalf of the Company;
(f) an original of the resignation of each member of the Board of Directors of the Company, which shall include such member’s waiver of all claims against the Company;
(g) an original of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee;
(h) written evidence reasonably satisfactory to Purchaser of the appointment as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing;
(i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified by Purchaser to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of C...
Obligations of Seller at Closing. At the closing, Seller and Seller's Members shall deliver to Buyer the following:
Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:
(a) counterparts of the Conveyances of the Assets, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Seller and acknowledged before a notary public;
(b) counterparts of mutually agreeable letters-in-lieu of transfer order covering the relevant Assets, duly executed by Seller;
(c) a certificate duly executed by an authorized officer of Seller, dated as of Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled;
(d) an executed statement described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of Section 1445 of the Code;
(e) where approvals are received by Seller pursuant to a filing or application in connection with Section 7.2(d), copies of those approvals; and
(f) all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Purchaser.
Obligations of Seller at Closing. At the Closing, the Seller shall deliver to the Buyer stock certificates representing the Shares, duly endorsed for transfer in blank, or accompanied by stock powers duly executed in blank, as described in Section 1.1. hereof.
Obligations of Seller at Closing. At Closing, Seller shall deliver to -------------------------------- Buyer, unless waived by Buyer, the following:
16.2.1 A document conveying all of Seller's right, title and interests in and to the Properties substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit "I". The Assignment and Xxxx of Sale shall be executed and acknowledged in four (4) multiple originals or such greater number as agreed between the parties;
16.2.2 A document conveying all of Seller's right, title and interests in and to surface interests which are included in the Properties substantially in the form of the Surface Deed attached hereto as Exhibit "J". The Surface Deed shall be executed and acknowledged in four (4) multiple originals or such greater number as agreed between the parties;
16.2.3 A document conveying all of Seller's right, title and interests in and to the mineral interests which are included in the Properties substantially in the form of the Mineral Deed attached hereto as Exhibit "K". The Mineral Deed shall be executed and acknowledged in four (4) multiple originals or such greater number as agreed between the parties;
16.2.4 Executed and acknowledged assignments of all of Seller's right, title and interest in and to federal, state or tribal interests included in the Properties on approved forms for such purpose;
16.2.5 A Certificate executed by an Attorney-in-Fact of Seller (with a true and correct copy of the Power-of-Attorney from Seller) certifying as to the matters specified in Articles 15.2.1 and 15.2.2 above substantially in the form of Exhibit "L";
Obligations of Seller at Closing. At the Closing, Seller will deliver to the Buyer all documents, certificates and agreements necessary to transfer to the Buyer good and marketable title to the Assets, free and clear of any and all Liens thereon, including without limitation, assignments with respect to the Intellectual Property Assets (the “Intellectual Property Assignments”).
