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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Memorial Production Partners LP)
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 BuyerBuyer (provided, Buyer may not waive the requirements of Section 8.2(i)), the following:
(a) an assignment originals of Seller’s right, title the Assignment executed and interest acknowledged by Seller in sufficient counterparts and to the Assigned Equity substantially modified as necessary for recording in the form of Exhibit D hereto duly executed by Sellerall applicable jurisdictions;
(b) assignments in form required by any Governmental Authority for the assignment of any Assets, duly executed by Seller, in sufficient duplicate originals to allow recording and/or filing in all appropriate offices;
(c) executed originals of a the 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 SellerStatus;
(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 Seller from all applicable jurisdictions;
(ge) letters-in-lieu of transfer or division orders, in form attached hereto as Exhibit E, executed by Seller relating to the Assets to reflect the transaction contemplated hereby;
(f) any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx Assets to Buyer duly executed by SellerBuyer;
(hg) notices of approval, consents, or waivers received by Seller with respect to the transfer of the Assigned EquityAssets, including those set forth on Schedule 5.35.3 and Schedule 5.10;
(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
(kh) 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 Assets (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; and
(i) copies of required consents and/or approvals of Seller’s members and board or other governing body authorizing the consummation of the transaction contemplated hereby. 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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alta Mesa Holdings, LP), Purchase and Sale Agreement (Memorial Production Partners LP)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.310.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an assignment of Seller’s rightThe Preliminary Settlement Statement, 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 Conveyances of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases Assets in the form attached hereto as Exhibit E from B-1 and Exhibit B-2 (the person “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Schedule 8.2Exhibit B-1, recording in all appropriate jurisdictions and offices;
(ec) assignments Assignments in the forms required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(d) Certificate of non-foreign status that meets the Acquired XXXXx, substantially requirements set forth in Treasury Regulation § 1.1445-2(b)(2) in the form attached hereto as Exhibit FC, duly executed by the applicable officer of Seller;
(e) Letters-in-lieu of transfer orders with respect to the Oil and acknowledged Gas Properties duly executed by each ORRI Seller (in the “ORRI Assignments”)form attached hereto as Exhibit D;
(f) certificates Evidence of good standing releases of all Liens securing indebtedness of Seller or its Affiliates for borrowed money burdening Seller’s interest in 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 shallAssets, in each case, be in form and substance reasonably satisfactory to Buyer. Purchaser;
(g) Any Defect Indemnity Agreement that the Parties have agreed to deliver under Section 6.1(g)(iii) or Section 7.1(e)(iii), if any, duly executed by Seller; and
(h) A certificate duly executed by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller shall take such other actions that the conditions set forth in Section 9.2(a) and deliver such Section 9.2(b) have been fulfilled; and
(i) All other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by BuyerPurchaser from Seller that are necessary to transfer the Assets 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 Seller at Closing. At Closing, Seller shall, subject shall deliver 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, Purchaser the following:
(a) an assignment Xxxx of Seller’s right, title Sale and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto Assignment duly executed by Seller, together with such other documents of conveyance, assignment and transfer as shall be required in the reasonable judgment of Purchaser to vest in Purchaser good and marketable title to the CRM Assets;
(b) duly executed originals A true and complete copy of Seller's Certificate of Incorporation (and any amendments thereto), certified as of a Certificate recent date by the Secretary of Non-Foreign Status from Seller and each ORRI Seller;
(c) duly executed original A certificate of good standing of Seller issued by the Secretary of State of New York and dated within thirty (30) days of the release substantially in the form of Exhibit H hereto duly executed by SellerClosing Date;
(d) duly executed resignations A certificate, dated the Closing Date, of the Secretary of Seller certifying the resolutions adopted by the Board of Directors of Seller approving the execution and releases in delivery of this Agreement and the form attached hereto as Exhibit E from Operative Documents and the person described on Schedule 8.2consummation of the transactions contemplated hereunder and thereunder;
(e) assignments Audited and unaudited financial statements of CRM, as required under Regulation S-X issued by the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller SEC (the “ORRI Assignments”"Financial Statements"), to the extent not previously delivered by Seller to Purchaser;
(f) certificates An opinion of good standing counsel for Seller in substantially the Acquired Company from all applicable jurisdictionsform of Exhibit E attached hereto;
(g) any other forms required by any Governmental Authority relating All of the consents referred to in Schedule 7.4 which are material to the assignment ability of Purchaser to operate the Assigned Equity and Acquired XXXXx Credit Monitoring Business or Seller to Buyer duly executed by Sellerperform its future obligations to Purchaser;
(h) notices of approvalUCC lien, consents, or waivers received by Seller tax lien and judgment searches 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 Market Guide with continuation searches up to 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)Date; and
(k) any and all releases such other documents, agreements, certificates and terminations instruments required or necessary in the reasonable judgment 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 Purchaser to be executed and acknowledged, which shall, in each case, be in form delivered by Seller pursuant to the terms and substance reasonably satisfactory to Buyer. Seller shall take such other actions and deliver such other documents as are contemplated by provisions of this Agreement or as may be reasonably requested by Buyerto consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Generation Foods Inc)
Obligations of Seller at Closing. At Closing, Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, shall deliver or cause to be delivered to Buyer, unless waived by Buyer, the following:
(a) an assignment originals of Seller’s right, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly Assignment executed by SellerSeller in sufficient counterparts and modified as necessary for recording in all applicable jurisdictions;
(b) assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Seller, in sufficient duplicate originals to allow recording and/or filing in all appropriate offices;
(c) executed originals of a the 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 SellerStatus;
(d) duly executed resignations and releases in the form attached hereto as Exhibit E certificates of good standing from the person described on Schedule 8.2all applicable jurisdictions;
(e) assignments letters-in-lieu of the Acquired XXXXxtransfer or division orders, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (relating to the “ORRI Assignments”)Assets to reflect the transaction contemplated hereby;
(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 assignments of the Assigned Equity and Acquired XXXXx Assets to Buyer duly executed by SellerBuyer;
(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
(kg) 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 Assets (or any thereof), (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledgedexecuted, which shall, in each case, be in form and substance reasonably satisfactory to Buyer. Buyer and forms of which shall have been delivered to Buyer on or before the Closing Date; 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.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shall, subject shall deliver 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, Encore Parties the following:
(a11.2.1 the consents identified on Schedule 7.3.2 and those additional consents listed on Schedule 4.2. To the extent that any of the consents on Schedule 4.2 have not been obtained or cannot be delivered by Seller as of the Closing Date, Seller remains obligated pursuant to Section 2.1.1(c) an assignment of Seller’s right, title this Agreement to use its reasonable best efforts to obtain and interest in and deliver to the Assigned Equity substantially Encore Parties all necessary consents as listed on Schedule 4.2 as soon as possible after the Closing Date;
11.2.2 certified copies of the resolutions of the general partner and limited partners authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby;
11.2.3 a certificate of existence for Seller in the form State of Exhibit D hereto duly executed by SellerTexas;
(b) duly executed originals 11.2.4 a legal opinion of a Certificate of Non-Foreign Status from counsel to 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 8.211.2.4;
(e) assignments 11.2.5 to the extent that such are capable of being physically delivered, all of the Acquired XXXXxAssets and related bills of sale, substantially in assignments, deeds, endorsements, affidavits, pay-off letters from holders of debt which encumber the form attached hereto as Exhibit F, duly executed Acquired Assets and acknowledged by each ORRI Seller (the “ORRI Assignments”)documents reasonably necessary to remove such Encumbrances;
(f) certificates of good standing for 11.2.6 the Acquired Company from all applicable jurisdictionsIndemnity Escrow Agreement and the Retention Escrow Agreement;
(g) any other forms required by any Governmental Authority relating to 11.2.7 the assignment Assumption Agreement;
11.2.8 the Financial Statements and the Interim Financial Statements;
11.2.9 a draft of the Assigned Equity and Acquired XXXXx amendment to Buyer duly executed Seller’s certificate of limited partnership, to be filed with the Secretary of State of the State of Texas, changing Seller’s name to a name reasonably approved by Sellerthe Encore Parties;
(h) notices 11.2.10 the updated Computer File;
11.2.11 evidence of approval, consents, or waivers received by Seller with respect to the transfer termination of the Assigned Equity, including those set forth on Schedule 5.3;
(i) a duly executed original Contracts of the employment between Seller Parent Guarantee;
(j) a certificate and each of the Acquired Company, dated as of the Closing Date Oszustowicz 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)Xxxxxx; and
(k) 11.2.12 all releases other agreements, certificates, instruments and terminations of any mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening documents reasonably requested by 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, Encore Parties in each case, be in form and substance reasonably satisfactory order to Buyer. Seller shall take such other actions and deliver such other documents as are fully consummate the transactions contemplated by this Agreement or as may be reasonably requested by Buyerand carry out the purposes and intent of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Encore Capital Group Inc)
Obligations of Seller at Closing. At the Closing, Seller shall, subject shall deliver to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, deliver Purchaser or cause to be delivered to BuyerPurchaser, unless waived by BuyerPurchaser, the following:
(a) four (4) originals of the Assignment and Xxxx of Sale executed by an assignment Authorized Officer of Seller, and acknowledged, conveying the Properties to Purchaser;
(b) four (4) originals of the Assignment of Record Title Interest (plus such additional originals as are required by the BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Seller, and acknowledged, conveying the Properties to Purchaser;
(c) four (4) originals of the Assignment of Operating Rights (plus such additional originals as are required by the BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Seller, and acknowledged, conveying the Properties to which Seller acquired an operating rights interest in the Properties to Purchaser;
(d) four (4) originals of the Assignment of Rights of Way (plus such additional originals as are required by the BOEM or other Governmental Authority or such greater number as the Parties agree) executed by an Authorized Officer of Seller, and acknowledged, conveying all BOEM rights of way in the Properties to Purchaser;
(e) with respect to leases or portions thereof included in the Properties on the Outer Continental Shelf operated by Seller, BOEM designation of operator forms, as applicable, executed by an Authorized Officer of Seller, designating Purchaser as operator or such leases or portions thereof included in the Properties;
(f) if requested by Purchaser prior to Closing, four (4) originals of the Crude Oil Purchase Agreement executed by an Authorized Officer of Seller;
(g) if requested by Purchaser prior to Closing, four (4) originals of the Natural Gas and NGL Purchase Agreement executed by an Authorized Officer of Seller;
(h) four (4) originals of the Gas Processing Agreement executed by an Authorized Officer of BPAPC;
(i) four (4) originals of the Attornment Letter executed by an Authorized Officer of Seller;
(j) four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Seller;
(k) four (4) originals of the Seller-Owned Technology License executed by an Authorized Officer of Seller;
(l) four (4) originals of the Fiber Optic Service Agreement executed by an Authorized Officer of Seller;
(m) four (4) originals of the Non-Foreign Certificate executed by an Authorized Officer of Seller;
(n) four (4) originals of the Non-Foreign Certificate executed by an Authorized Officer of DWP;
(o) four (4) originals of the Seismic Data License means a license executed by an Authorized Officer of Seller;
(p) four (4) originals of a certificate of Seller’s Secretary or Assistant Secretary certifying as to the due authorization of Seller’s signatory(ies) to the documents signed at Closing;
(q) four (4) originals of the Certificate executed by an Authorized Officer of Seller; and
(r) such other instruments and agreements (including any required ratification or joinder instruments required to transfer all 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 Properties from Seller and each ORRI to Purchaser) as necessary or appropriate to comply with 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 obligations under this Agreement or as may be reasonably requested by BuyerAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plains Exploration & Production Co)
Obligations of Seller at Closing. At Closing, Seller shall, Closing and subject to the simultaneous full performance by Buyer of its obligations pursuant to Section 8.3under this Agreement, deliver or cause to be delivered to Buyer, unless waived by Buyer, Seller shall do the following:
(a) an assignment of Seller’s right, title and interest in and A. Deliver to Buyer the Assigned Equity substantially Warranty Deed in the form of Exhibit D hereto duly executed agreed upon 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 parties during 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 FDue Diligence Period, duly executed and acknowledged by each ORRI Seller Seller, in recordable form, conveying to Buyer good and marketable title to the Property free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements, claims of tenants (other than the “ORRI Assignments”Tenant);
(f) certificates of good standing for the Acquired Company from all applicable jurisdictions;
(g) , occupants and promissory rights and any other forms required matters affecting title except the Permitted Encumbrances.
B. An Assignment and Assumption of Lease, in recordable form, as agreed upon by any Governmental Authority relating the parties during the Due Diligence Period.
C. A Bill of Sale in the fxxx agreed upon by the parties during the Due Diligence Period conveying Seller's personal property and intangible property (including but not limited to warranties and guaranties) related to the assignment of the Assigned Equity and Acquired XXXXx to Buyer duly Property, executed by Seller;
(hD. Deliver proof of Seller's authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) notices executing or delivering any instruments, documents or certificates on behalf of approvalSeller to act for and bind Seller as may be reasonably required by Title Company, consentsBuyer, or waivers received by Seller with respect to the transfer of the Assigned Equity, including those set forth on Schedule 5.3both;
(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 E. Deliver 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)Buyer its affidavit, duly executed and acknowledged, which shallacknowledged by Seller, in each casecustomary form, be relative to judgments, federal tax liens, mechanic's liens and outstanding interests in the Property.
F. Deliver to Buyer a certificate, in form and substance reasonably satisfactory to Buyer. the parties hereto and their counsel, properly executed by Seller containing such information as shall take be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of such Code and such regulations).
G. Deliver to the title insurer any and all documentation required by the terms of this Agreement so that the title insurer may issue the title policy described in this Agreement.
H. Deliver possession of the Property free and clear from all liens and encumbrances and claims of tenants or other actions occupants or possessory rights of the Property except for the Tenant.
I. Deliver to Buyer an affidavit reaffirming the representations and deliver such warranties in this Agreement.
J. Deliver any other documents as are contemplated by the terms of this Agreement Agreement, including copies of all warranties, and assignments thereof to Buyer and/or Lessee, issued to or required to be provided to Lessee as may be reasonably requested by Buyer.designated in the Lease. ..
Appears in 1 contract
Samples: Purchase Agreement (Aei Income & Growth Fund 25 LLC)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Bill 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 FSale, duly executed and acknowledged by each ORRI Seller Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of the “ORRI Assignments”)Mineral Deed, duly executed and acknowledged by Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) [Intentionally Omitted];
(d) [Intentionally Omitted];
(e) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Xxxxxx, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(f) certificates Letters-in-lieu of good standing for transfer or division orders executed by Seller to reflect the Acquired Company from all applicable jurisdictionstransaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(g) any [Intentionally Omitted];
(h) A validly executed IRS Form W-9 of each Seller Party;
(i) [Intentionally Omitted];
(j) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any of the Assigned Equity and Acquired XXXXx to Buyer duly executed by SellerAssets;
(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 Originals of executed and acknowledged releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (including, for purposes of clarity, UCC-3s) to the extent securing indebtedness for borrowed money of the Seller or any thereof), (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledgedits Affiliates, which shall, in each case, releases and terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(l) A counterpart of the Registration Rights Agreement, duly executed by Seller shall take such (or its designee(s) pursuant to Section 2.1(d), as applicable);
(m) [Intentionally Omitted];
(n) The Preliminary Settlement Statement, duly executed by Xxxxxx;
(o) [Intentionally Omitted];
(p) [Intentionally Omitted];
(q) A counterpart of the Investor Agreement, duly executed by Xxxxxxx, PEOF Dropkick, HPP Dropkick and Xxxxx;
(r) [Intentionally Omitted]; and
(s) All other actions instruments, documents, and deliver such other documents as are contemplated by items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser, including any documents from Seller’s designee(s) pursuant to Section 2.1(d) for such designee to receive all or a portion of the Stock Consideration.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an Counterparts of the Assignment, Deed and Xxxx of Sale, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Seller’s right, title in sufficient duplicate originals to allow recording and interest filing in all appropriate offices;
(c) A certificate of non-foreign status of TOGI, TOGC, LM and to LMTH meeting the Assigned Equity requirements of Treasury Regulations Section 1.1445-2(b)(2) and substantially in the form of Exhibit D hereto C or a properly completed IRS Form W-9 duly executed by Sellereach of TOGI, TOGC, LM and LMTH (or, if a Seller is classified as an entity disregarded as separate from another Person for U.S. federal Income Tax purposes, by such other Person);
(bd) duly executed originals A certificate from each of a Certificate of Non-Foreign Status from Seller TOGI, TOGC, LM and each ORRI Seller;
(c) duly executed original of the release substantially LMTH in the form of Exhibit H hereto D duly executed by Seller;
(dan authorized officer of TOGI, TOGC, LM and LMTH, as applicable, dated as of the Closing, certifying on behalf of TOGI, TOGC, LM and LMTH, as applicable, that the conditions set forth in Sections 7.2(a) duly executed resignations and releases in the form attached hereto 7.2(b) have been fulfilled with respect to TOGI, TOGC, LM and LMTH, as Exhibit E from the person described on Schedule 8.2applicable and its Assets;
(e) assignments Where notices of the Acquired XXXXxapproval, substantially in the form attached hereto as Exhibit Fconsent, duly executed and acknowledged or waiver are received by each ORRI Seller (the “ORRI Assignments”)pursuant to a filing or application under Section 6.6, copies of such notices;
(f) certificates of good standing for the Acquired Company from all applicable jurisdictions;
(g) any Any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx to Buyer Assets, 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 sufficient duplicate originals to allow recording and filing 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.all appropriate offices;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by BuyerPurchaser, the following:
(a) an assignment The Preliminary Settlement Statement, duly executed by Seller, in accordance with Section 2.5(a);
(b) Assignment of Seller’s right, title and interest in and to the Assigned Equity substantially Subject Securities in the form of attached hereto as Exhibit D hereto B (the “Assignment”), 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 A certificate of non-foreign status that meets the release substantially requirements set forth in the form of Exhibit H hereto duly executed by Seller;
(dTreasury Regulations Section 1.1445‑2(b)(2) duly executed resignations and releases in the form attached hereto as Exhibit E C, duly executed by the applicable officer of Seller (or, if Seller is disregarded as separate from another Person, then the person described applicable officer of such Person);
(d) A certificate duly executed by an authorized officer of Seller, dated as of the Closing, certifying on Schedule 8.2behalf of Seller that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled (the “Seller Certificate”);
(e) assignments The resignation or removal (effective as of Closing) of managers, officers and directors, as applicable, nominated or appointed by Seller or its Affiliates to any board or operating, management or other committee of the Acquired XXXXx, substantially in Company and the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)Subsidiaries;
(f) certificates (i) Releases of good standing all Liens securing Credit Facility Indebtedness or any other Indebtedness of the Company for borrowed money that are burdening the Acquired Company from Securities and the Assets, (ii) authorizations to file UCC-3 termination statements releases in all applicable jurisdictionsjurisdictions to evidence the release of all Liens securing Credit Facility Indebtedness or any other Indebtedness of the Company for borrowed money that are burdening the Company Securities and the Assets and (iii) all instruments and agreements reasonably required to effect and file of record the release of all Liens securing Credit Facility Indebtedness or Indebtedness of the Company for borrowed money that are burdening the Company Securities and the Assets;
(g) Evidence of the payment in full of all Credit Facility Indebtedness and any other forms required by any Governmental Authority relating to the assignment Indebtedness of the Assigned Equity and Acquired XXXXx to Buyer duly executed by SellerCompany for borrowed money outstanding as of the Effective Time;
(h) notices of approvalThe Dedication Agreement Amendment, consents, or waivers received duly executed by Seller with respect to the transfer of the Assigned Equity, including those set forth on Schedule 5.3parties thereto;
(i) a Management Agreement Termination, duly executed original by Seller and each member of the Company Group that is party to the Management Agreement and effective as of the Closing Date; provided, however, that in the event of a Call Option Exercise, Seller Parent Guaranteeshall not be obligated to execute and deliver the Management Agreement Termination;
(j) The Limited Guarantee, duly executed by Seller; provided, however, that in the event of a certificate of Call Option Exercise, Seller shall not be obligated to execute and deliver the Acquired Company, dated as of the Closing Date Limited Guarantee;
(k) Complete and signed by an officer of the Acquired Company, certifying as to the completeness and correctness of attached accurate copies of any Consents listed on Schedule 3.4 or Schedule 4.2, duly executed by the Acquired Company’s Organizational Documents (including amendments thereto)applicable Persons holding such Consents rights; and
(kl) 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 All other documents as and instruments reasonably requested by Purchaser from Seller that are necessary to transfer the Subject Securities to Purchaser and to consummate any other transactions contemplated by this Agreement or as may be reasonably requested by BuyerAgreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concho Resources Inc)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an Counterparts of the Assignment, Deed and Xxxx of Sale, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Seller’s right, title in sufficient duplicate originals to allow recording and interest filing in all appropriate offices;
(c) A certificate of non-foreign status of TOGII, LMII and to LMHII meeting the Assigned Equity requirements of Treasury Regulations Section 1.1445-2(b)(2) and substantially in the form of Exhibit D hereto C or a properly completed IRS Form W-9 duly executed by Sellereach of TOGII, LMII and LMHII (or, if a Seller is classified as an entity disregarded as separate from another Person for U.S. federal Income Tax purposes, by such other Person);
(bd) duly executed originals A certificate from each of a Certificate of Non-Foreign Status from Seller TOGII, LMII and each ORRI Seller;
(c) duly executed original of the release substantially LMHII in the form of Exhibit H hereto D duly executed by Seller;
(dan authorized officer of TOGII, LMII and LMHII, as applicable, dated as of the Closing, certifying on behalf of TOGII, LMII and LMHII, as applicable, that the conditions set forth in Sections 7.2(a) duly executed resignations and releases in the form attached hereto 7.2(b) have been fulfilled with respect to TOGII, LMII and LMHII, as Exhibit E from the person described on Schedule 8.2applicable and its Assets;
(e) assignments Where notices of the Acquired XXXXxapproval, substantially in the form attached hereto as Exhibit Fconsent, duly executed and acknowledged or waiver are received by each ORRI Seller (the “ORRI Assignments”)pursuant to a filing or application under Section 6.6, copies of such notices;
(f) certificates of good standing for the Acquired Company from all applicable jurisdictions;
(g) any Any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx to Buyer Assets, 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 sufficient duplicate originals to allow recording and filing 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.all appropriate offices;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Obligations of Seller at Closing. At the Closing, if the conditions to Seller's obligations set forth in Section 7 hereof have been satisfied or waived by Seller, then, against tender by Purchaser of the Purchase Price and the other items, if any, set forth in Section 2.2 hereof, Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, shall execute and deliver or cause to be executed and delivered to Buyer, unless waived by Buyer, Purchaser all of the followingfollowing and such other documentation as is necessary to consummate the transactions contemplated hereunder:
(ai) an assignment of Seller’s right, title and interest in and with respect to the Assigned Equity substantially Real Property, if any, special warranty deeds conveying title to Purchaser satisfactory in form and in substance to the form of Exhibit D hereto duly executed by SellerPurchaser;
(bii) duly executed originals with respect to the lease listed in Schedule 3.10 hereto (the "Lease"), an assignment and assumption agreement satisfactory to Purchaser in form and in substance;
(iii) assignments of all of Seller's rights under all contracts and agreements (exclusive of the Lease) which are included in the Assets (other than those covering Retained Assets) satisfactory to Purchaser in form and in substance;
(iv) assignments to Purchaser of that portion of the Assets which consist of Proprietary Rights and any other intangible property of an intellectual property nature satisfactory to Purchaser in form and in substance;
(v) a Certificate xxxx of Non-Foreign Status sale from Seller and such other assignments, endorsements, and instruments of conveyance and transfer as shall be necessary in order to sell, assign and transfer the Assets not covered by clauses (i) through (iv) and (x) of this Section 2.3 to Purchaser, in each ORRI Sellercase satisfactory to Purchaser in form and in substance;
(cvi) duly executed original all documents and instruments necessary to release of record or otherwise evidence the satisfaction of the release substantially mortgages, liens, security interests and encumbrances listed in the form of Exhibit H hereto duly executed by SellerSchedule 2.3(vi) hereto, if any;
(dvii) duly executed resignations and releases the letters of instruction described in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 5.4 hereof, if any;
(eviii) assignments of the Acquired XXXXxpay-off letter described in Section 1.6 hereof, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)if applicable;
(fix) certificates the instrument described in Section 5.4 hereof authorizing Purchaser and its representatives to endorse Seller's name on checks, drafts, notes and other documents received in payment of good standing for any accounts receivable or other property included in the Acquired Company from all applicable jurisdictions;Assets sold to Purchaser under this Agreement; and
(gx) any other forms required by any Governmental Authority relating all documents necessary to effectuate the assignment of the Assigned Equity and Acquired XXXXx to Buyer duly executed insurance policies covered by Seller;
(hSection 1.1(g) notices of approvalhereof, 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 Buyerif any.
Appears in 1 contract
Samples: Asset Purchase Agreement (American United Global Inc)
Obligations of Seller at Closing. At the Closing, Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the followingfollowing fully executed documents in forms mutually satisfactory to the parties thereto:
(a) an assignment of Seller’s right, title Confidentiality and interest in Noncompetition Agreement between Purchaser and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by SellerXxxxxxx Xxxxxxx;
(b) duly Investor Questionnaire and Representation Agreement executed originals of a Certificate of Non-Foreign Status from Seller and for each ORRI SellerShareholder;
(c) duly executed original The legal opinion of the release substantially in the form of Exhibit H hereto duly executed by Xxxxxx & Xxxxxx, P.A., counsel to Seller;
(d) duly An executed resignations xxxx of sale sufficient to convey to Purchaser all rights, title, and releases interest in and to all of the form attached hereto as Exhibit E from the person described on Schedule 8.2Transferred Assets;
(e) assignments One or more fully executed instruments of assignment in a form acceptable to Purchaser assigning to Purchaser the Acquired XXXXxexclusive rights to: all the Contracts, substantially in and any other contract rights and leases sold pursuant to this Agreement; the form attached hereto as Exhibit F, duly executed Accounts Receivable; the Intellectual Property and acknowledged by each ORRI Seller (the “ORRI Assignments”)any other item of Transferred Assets for which Purchaser reasonably requests assignment;
(f) Clearance certificates from the appropriate agencies in all states where Seller is qualified to do business and any related certificates that Purchaser may reasonably request as evidence that all sales, use, and other tax liabilities of good standing Seller (other than income tax liabilities) accruing before the Closing Date have been fully satisfied or provided for the Acquired Company from all applicable jurisdictionsby Seller;
(g) A Uniform Commercial Code search report issued by the Secretary of State in each state where Seller owns personal property or in which Seller is located and dated as of a date not more than three days before the date hereof indicating that there are no filings under the UCC on file with the Secretary of State that name Seller as debtor or otherwise indicate any other forms required by any Governmental Authority relating to lien on the assignment assets and properties of Seller, except for the Assigned Equity and Acquired XXXXx to Buyer duly executed by Sellerliens otherwise disclosed in this Agreement;
(h) notices Resolutions approved by Seller's board of approvaldirectors and Shareholders relating to this Agreement, consents, or waivers received certified by Seller with respect to the transfer of the Assigned Equity, including those set forth on Schedule 5.3;Seller's corporate secretary; and
(i) a duly executed original All documentation in the possession of Seller necessary to operate and to use all 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 BuyerTransferred Assets.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.38.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Xxxx 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 FSale, duly executed and acknowledged by each ORRI Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of the Deed, duly executed and acknowledged by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(d) A certificate of non-foreign status of Seller meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2);
(e) Letters-in-lieu of transfer or division orders executed by Seller to reflect the “ORRI Assignments”)transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(f) certificates A certificate from each of good standing for Sabalo Energy and Sabalo Operating duly executed by an authorized officer of such Party, as applicable, dated as of the Acquired Company from all applicable jurisdictionsClosing, certifying on behalf of such Party, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;
(g) any A validly executed IRS Form W-9 of Seller;
(h) Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(i) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any 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 GuaranteeAssets;
(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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (or any thereofincluding, for purposes of clarity, UCC-3s), (which releases and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledged, which shall, in each case, terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(k) Joint written instructions to the Escrow Agent to disburse the Deposit (together with all earnings, interest and income thereon) to Seller;
(l) A counterpart of the Indemnity Holdback Escrow Agreement, duly executed by Seller;
(m) A counterpart of the Registration Rights Agreement, duly executed by Seller;
(n) Appropriate change of operator forms for the Assets operated by Seller shall take or any of its Affiliates, designating Purchaser as operator of such other actions Assets;
(o) The Preliminary Settlement Statement, duly executed by Seller;
(p) A counterpart to each Restrictive Covenant Agreement, duly executed by the applicable Restricted Person;
(q) A counterpart of the Transition Services Agreement, duly executed by Seller;
(r) Counterparts of the Standstill Agreement, duly executed by Seller and deliver such other documents as are EnCap, respectively;
(s) A counterpart of the Reimbursement Agreement, duly executed by Seller;
(t) if the closing of the transactions contemplated by the Shad PSA occurs contemporaneously with the Closing hereunder, releases of all of the Sabalo-Shad Transaction Documents, to release the Assets from the obligations and liabilities set forth therein or arising thereunder, which releases and terminations shall be in form and substance reasonably satisfactory to Purchaser; and
(u) All other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser and Purchaser Parent of its their respective obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser and Purchaser Parent, unless waived by Buyeras applicable, the following:
(a) counterparts of an assignment of Seller’s right, title and interest in and to the Assigned Equity Acquired Membership Interests substantially in the form of Exhibit D A attached hereto (the “Assignment of Interests”), duly executed by Seller;
(b) to the extent necessary to consummate the transactions contemplated hereby, any applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authority, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerdelivered by the applicable Company;
(c) duly executed original of the release substantially in the form of Exhibit H hereto Closing Settlement Statement, duly executed by Seller;
(d) a certificate duly executed resignations by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 7.2(b) have been fulfilled;
(e) assignments a certificate of non-foreign status of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for such purposes, its regarded owner) meeting the Acquired XXXXx, substantially in the form attached hereto as Exhibit Frequirements of Treasury Regulation Section 1.1445-2(b)(2), duly executed and acknowledged by each ORRI an authorized corporate officer of Seller (the “ORRI Assignments”)or its regarded tax owner, as applicable;
(f) certificates resignation letters or written evidence of good standing for the Acquired Company from all applicable jurisdictionsremoval of each officer, director and manager of each Company, duly executed by the appropriate Person(s);
(g) any other forms required by any Governmental Authority relating to counterparts of a registration rights agreement between Seller and Purchaser Parent substantially in the assignment form of Exhibit E attached hereto (the Assigned Equity and Acquired XXXXx to Buyer “Registration Rights Agreement”), duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to documentation evidencing the transfer completion of the Assigned Equity, including those set forth on Schedule 5.3actions required in Section 5.15(b);
(i) a signatory change cards for each of the accounts of each Company listed on Schedule 3.27 duly executed original by each authorized signatory for the applicable account and all such other documentation reasonably necessary to transfer ownership of the Seller Parent Guaranteesuch accounts;
(j) duly executed, acknowledged and recordable releases in a certificate form reasonably acceptable to Purchaser of the Acquired Companyall mortgage liens, 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 productionsecurity interests, financing statements, fixture filings, statements 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 shallinstruments, in each case, evidencing or securing indebtedness for borrowed money by Seller or its Affiliates that encumber any Company or any of the Company Assets;
(k) [Intentionally Omitted];
(l) if applicable, a copy of any Excluded Assets Assignment executed by the applicable Companies and Seller or its designee;
(m) (i) true and complete copies of any audited financial statements (which shall be accompanied by an unqualified report of Deloitte & Touche LLP) and any unaudited financial statements, in form each case, that are required to be included under Item 2.01 of Form 8-K in connection with a Current Report on Form 8-K to be filed by Purchaser Parent under the Exchange Act as a result of consummation of the transactions contemplated hereby, assuming such Form 8-K is filed on the first Business Day immediately following the Closing Date and substance reasonably satisfactory to Buyer. Seller shall take (ii) any consents of Deloitte & Touche LLP required under the Securities Act or the Exchange Act in connection with the filing of such other actions and deliver such Current Report on Form 8-K; and
(n) all other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by Buyerrequired from Seller to transfer the Acquired Membership Interests to Purchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an assignment of Seller’s rightThe Preliminary Settlement Statement, 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 SellerIntentionally Omitted;
(c) duly executed original Conveyances of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases Assets in the form attached hereto as Exhibit E from B-1 and Exhibit B-2 (the person “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Schedule 8.2Exhibit B-1, recording in all appropriate jurisdictions and offices;
(d) Assignments in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Oil and Gas Properties, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(e) assignments Duly executed and/or acknowledged releases of all Liens securing indebtedness under Seller’s or its Affiliate’s credit facilities and burdening the Acquired XXXXxAssets, substantially in forms reasonably acceptable to Purchaser as to effect the release all such Liens on the Assets securing due and payable obligations under such indebtedness and in sufficient counterparts to facilitate recording in each county in which the Oil and Gas Properties are located, together with authorizations to file UCC-3 termination statements in all applicable jurisdictions;
(f) Forms prescribed by the applicable Governmental Authorities to transfer status of operatorship of those Oil and Gas Properties which Seller or its Affiliate operates from Seller or its Affiliate to Purchaser or Purchaser’s designee;
(g) Executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulation § 1.1445-2(b)(2) in the form attached hereto as Exhibit FC, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”);
(f) certificates applicable officer 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 Letters-in-lieu of approval, consents, or waivers received by Seller transfer orders with respect to the transfer of Oil and Gas Properties duly executed by Seller in the Assigned Equity, including those set forth on Schedule 5.3form attached hereto as Exhibit D;
(i) a A certificate duly executed original by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller Parent Guaranteethat the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled;
(j) a certificate A Defect Indemnity Agreement with respect to the Defects duly executed by Seller, if any, that the Parties have agreed under Section 3.2(g)(iii) to execute with respect to such Defects in lieu of the Acquired Company, dated as of the Closing Date and signed by an officer of the Acquired Company, certifying as other remedies with respect to the completeness and correctness of attached copies of the Acquired Company’s Organizational Documents (including amendments theretoany Defects described in Section 3.2(g)(i) or Section 3.2(g)(ii); 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(ai) an assignment of Seller’s rightThe Preliminary Settlement Statement, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by SellerXxxxxx;
(bii) duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Seller;
(c) duly executed original Conveyances of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases Assets in the form attached hereto as Exhibit E from B-1 and Exhibit B-2 (the person “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Schedule 8.2Exhibit B-1, recording in all appropriate jurisdictions and offices;
(eiii) assignments Assignments in the forms required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties or Rights of Way, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(iv) A duly completed and executed IRS Form W-9 of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded tax owner for U.S. federal income tax purposes, the Acquired XXXXx, substantially Person that is treated as its regarded tax owner for such purposes);
(v) Letters-in-lieu of transfer orders with respect to the Oil and Gas Properties duly executed by Seller in the form attached hereto as Exhibit FC;
(vi) A certificate from Seller substantially in the form of Exhibit D-1, duly executed by an authorized officer of Seller, certifying on behalf of Seller that the conditions set forth in Section 8.2(a) and acknowledged by each ORRI Seller (the “ORRI Assignments”)Section 8.2(b) have been fulfilled;
(fvii) certificates Resignation of good standing for operator letters, duly executed by Seller in the Acquired Company from all applicable jurisdictionsform attached hereto as Exhibit E;
(gviii) (i) Releases of any other forms required by and all Liens of Seller securing any Governmental Authority relating obligations for borrowed money of Seller that burden the Assets, (ii) authorizations to file UCC-3 termination statement releases in all applicable jurisdictions to evidence the release all such Liens securing any obligations for borrowed money of Seller that burden the Assets, in each case and for the avoidance of doubt, excluding all Permitted Encumbrances, and (iii) payoff letters addressed to the assignment applicable payees set forth therein that all obligations for borrowed money of Seller that burden the Assigned Equity and Acquired XXXXx to Buyer Assets shall be paid off immediately after Closing;
(ix) Standstill Agreements with Seller, duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to the transfer Xxxxxxxxx and each of the Assigned Equity, including those set forth Persons listed 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 thereto9.2(i); 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 substantially in the form and substance reasonably satisfactory to Buyer. Seller shall take such other actions and deliver such of Exhibit G;
(x) Transition Services Agreement, duly executed by Seller; and
(xi) All other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by BuyerPurchaser from Seller that are necessary to transfer the Assets to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Riley Exploration Permian, Inc.)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser and Purchaser Parent of its their respective obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser and Purchaser Parent, unless waived by Buyeras applicable, the following:
(a) counterparts of an assignment of Seller’s right, title and interest in and to the Assigned Equity Acquired Membership Interests substantially in the form of Exhibit D A attached hereto (the “Assignment of Interests”), duly executed by Seller;
(b) to the extent necessary to consummate the transactions contemplated hereby, any applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authority, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerdelivered by the Company;
(c) duly executed original of the release substantially in the form of Exhibit H hereto Closing Settlement Statement, duly executed by Seller;
(d) a certificate duly executed resignations by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 7.2(b) have been fulfilled;
(e) assignments a certificate of non-foreign status of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for such purposes, its regarded owner) meeting the Acquired XXXXx, substantially in the form attached hereto as Exhibit Frequirements of Treasury Regulation Section 1.1445-2(b)(2) and Code Section 1446(f), duly executed and acknowledged by each ORRI an authorized corporate officer of Seller (the “ORRI Assignments”)or its regarded tax owner, as applicable;
(f) certificates resignation letters or written evidence of good standing for the Acquired Company from all applicable jurisdictionsremoval of each officer, director and manager of the Company, duly executed by the appropriate Person(s);
(g) any other forms required by any Governmental Authority relating to counterparts of a registration rights agreement between Seller and Purchaser Parent substantially in the assignment form of Exhibit E attached hereto (the Assigned Equity and Acquired XXXXx to Buyer “Registration Rights Agreement”), duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to documentation evidencing the transfer completion of the Assigned Equity, including those set forth on Schedule 5.3actions required in Section 5.16(b);
(i) a signatory change cards for each of the accounts of the Company listed on Schedule 3.27 duly executed original by each authorized signatory for the applicable account and all such other documentation reasonably necessary to transfer ownership of the Seller Parent Guaranteesuch accounts;
(j) duly executed, acknowledged and recordable releases in a certificate form reasonably acceptable to Purchaser of the Acquired Companyall mortgage liens, dated as of the Closing Date security interests 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 securing indebtedness for borrowed money by Seller or its Affiliates that encumber the Company or any of the Company Assets;
(k) if applicable, (x) a fully executed payoff letter, each in form and substance reasonably satisfactory acceptable to Buyer. Purchaser, from each lender of a Third-Party Loan, and (y) evidence reasonably acceptable to Purchaser that (A) each Third-Party Loan and any letters of credit or swap agreements (if any) with respect to such Third-Party Loan, and (B) any and all amounts payable or outstanding with respect thereto, shall have been discharged, repaid, backstopped, novated or terminated, as applicable;
(l) a duly executed payment guarantee (the “Guarantee”) of Seller’s payment obligations arising from and after the Closing pursuant to this Agreement to and for the benefit of Purchaser, substantially in the form of Exhibit F attached hereto;
(m) if applicable, a copy of any Excluded Assets Assignment executed by the Company and Seller or its designee;
(n) (i) true and complete copies of any audited financial statements (which shall take be accompanied by an unqualified report of BDO USA, LLP) and any unaudited financial statements, in each case, that are required to be included under Item 2.01 of Form 8-K in connection with a Current Report on Form 8-K to be filed by Purchaser Parent under the Exchange Act as a result of consummation of the transactions contemplated hereby, assuming such other actions Form 8-K is filed on the first Business Day immediately following the Closing Date and deliver (ii) any consents of BDO USA, LLP required under the Securities Act or the Exchange Act in connection with the filing of such Current Report on Form 8-K;
(o) joint written instructions pursuant to the Escrow Agreement duly executed by Seller and directing the Escrow Agent to disburse to Seller an amount equal to (i) the Deposit, minus (ii) the Indemnity Escrow Amount; and
(p) all other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by Buyerrequired from Seller to transfer the Acquired Membership Interests to Purchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Bill 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 FSale, duly executed and acknowledged by each ORRI Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of the Mineral Deed, duly executed and acknowledged by Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) Counterparts of the Surface Deed, duly executed and acknowledged by Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(d) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(e) A certificate of non-foreign status of Seller (meeting the “ORRI Assignments”requirements of Treasury Regulations Section 1.1445-2(b)(2);
(f) certificates Letters-in-lieu of good standing for transfer or division orders executed by Seller to reflect the Acquired Company from all applicable jurisdictionstransaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(g) any A certificate from Seller duly executed by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;
(h) A validly executed IRS Form W-9 of Seller;
(i) Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(j) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any of the Assigned Equity and Acquired XXXXx to Buyer duly executed by SellerAssets;
(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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (including, for purposes of clarity, UCC-3s) to the extent securing indebtedness for borrowed money of the Seller or any thereof), (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledgedits Affiliates, which shall, in each case, releases and terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(l) Appropriate change of operator forms for the Assets operated by Seller or any of its Affiliates, designating VTLE as operator of such Assets;
(m) The Preliminary Settlement Statement, duly executed by Xxxxxx;
(n) Joint written instructions to the Escrow Agent to retain the Deposit, together with any interest or income thereon, in the Deposit Escrow Account, which amount, after Closing, shall take such become the Indemnity Holdback Amount in accordance with Section 8.5(a);
(o) A counterpart of the Transition Services Agreement, duly executed by Seller;
(p) [Reserved]; and
(q) All other actions instruments, documents, and deliver such other documents as are contemplated by items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the following:
(a) an a duly executed assignment of Seller’s rightthe Membership Interests, title free and interest in and clear of all Liens, to Purchaser or the Assigned Equity substantially in entity designated by Purchaser to take delivery of the form of Exhibit D hereto duly executed by SellerMembership Interests;
(b) a certificate duly executed originals by an authorized officer of a Certificate Seller, dated as of Non-Foreign Status from Closing, certifying on behalf of Seller that the conditions set forth in Section 7.3(a) and each ORRI SellerSection 7.3(b) have been satisfied;
(c) duly executed original the certificates of formation of the release substantially in Acquired Company and the form Acquired Subsidiaries certified as of Exhibit H hereto duly executed a recent date by Sellerthe Secretary of State of the applicable jurisdiction;
(d) duly executed resignations a certificate of the Secretary of the applicable jurisdiction as to the good standing as of a recent date of the Acquired Company and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Acquired Subsidiaries;
(e) assignments pay-off letters for the discharge of the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller Pay-off Amount (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, letters shall be in form and substance reasonably satisfactory to Buyer. Purchaser and be accompanied by appropriate UCC financing statement amendments (termination statements));
(f) a counterpart of the Registration Rights Agreement attached hereto as Exhibit B (the “Registration Rights Agreement”), duly executed by Seller shall take and any other Person receiving LP Units at Closing at Seller’s direction;
(g) a counterpart of the Release Agreement attached hereto as Exhibit C (the “Release Agreement”), duly executed by Seller, each member of the Bridger Group and each member of the Company Group;
(h) resignations of the directors, managers and officers set forth on Schedule 8.2(h), in form and substance reasonably satisfactory to Purchaser;
(i) an executed statement prepared in accordance with Treasury Regulations Section 1.1445-2(b) from Seller certifying that Seller is not a foreign person within the meaning of the Code;
(j) evidence of (1) the assignment of the Bridger Marketing Contracts set forth on Schedule 8.2(j) to the Acquired Company or an Acquired Subsidiary and (2) the consents of the necessary counterparties to assign the Bridger Marketing Contracts set forth on Schedule 8.2(j), in each case in a form and substance reasonably satisfactory to Purchaser;
(k) a counterpart of the Transportation and Logistics Agreement attached hereto as Exhibit D (the “Transportation Logistics Agreement”), duly executed by each applicable member of the Bridger Group; and
(l) each recipient of LP Units at Closing must sign a lockup agreement in favor of the underwriters of any LP Units offering completed before closing, substantially identical to that signed by the directors and officers of the Ferrellgas, Inc., except with the end date of such other actions and deliver lockup agreement being identical to the actual expiration of the lockup agreements signed in connection with such other documents as are contemplated by this Agreement or as may be reasonably requested by Buyeroffering.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ferrellgas Partners Finance Corp)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.38.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Xxxx 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 FSale, duly executed and acknowledged by each ORRI Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(c) A certificate of non-foreign status of Seller meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2);
(d) Letters-in-lieu of transfer or division orders executed by Seller to reflect the “ORRI Assignments”)transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(e) A certificate from Seller duly executed by an authorized officer of dated as of the Closing, certifying on behalf of Seller, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;
(f) certificates A validly executed IRS Form W-9 of good standing for the Acquired Company from all applicable jurisdictionsSeller;
(g) any Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(h) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any 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 5.3Assets;
(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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (or any thereofincluding, for purposes of clarity, UCC-3s), (which releases and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledged, which shall, in each case, terminations shall be in form and substance reasonably satisfactory to Buyer. Seller shall take such other actions Purchaser;
(j) Joint written instructions to the Escrow Agent to disburse the Deposit (together with all earnings, interest and deliver such other documents as are income thereon) to Seller;
(k) A counterpart of the Indemnity Holdback Escrow Agreement, duly executed by Seller;
(l) A counterpart of the Registration Rights Agreement, duly executed by Seller;
(m) The Preliminary Settlement Statement, duly executed by Seller;
(n) If the closing of the transactions contemplated by the Sabalo PSA occurs contemporaneously with the Closing hereunder, releases of all of the Sabalo-Shad Transaction Documents, to release the Assets from the obligations and liabilities set forth therein or arising thereunder, which releases shall be in form and substance reasonably satisfactory to Purchaser; and
(o) All other instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Obligations of Seller at Closing. At the Closing, :
(a) Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, shall deliver or cause to be delivered the following items to Buyer, unless waived by Buyer, the following:
(ai) an assignment a Xxxx of Sale, Assignment and Assumption Agreement substantially in the form of Exhibit 3.2(a)(i) transferring to Buyer all of Seller’s right, title and interest in and to the Assigned Equity substantially in Purchased Assets, and under which Buyer assumes all of Seller’s obligations and liabilities with respect to the form Assumed Liabilities (collectively, the “Xxxx of Exhibit D hereto Sale”), duly executed by Seller;
(bii) duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Seller;
(cthe Lease Assignment as described in Section 7.1(l) duly executed original of with respect to the release substantially in the form of Exhibit H hereto Real Property Lease, duly executed by Seller;
(diii) duly executed resignations and releases a copy of the notification to be given by Seller with respect to the Real Property Lease as set forth in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 6.7;
(eiv) assignments of the Acquired XXXXx, substantially certificate referred to in the form attached hereto as Exhibit FSection 7.1(c), duly executed and acknowledged by each ORRI Seller an officer of Seller;
(v) the “ORRI Assignments”certificate referred to in Section 7.1(f), duly executed by the Secretary or Assistant Secretary of Seller;
(vi) the Material Consents (or, in lieu thereof, waivers) referred to in Section 7.1(d);
(fvii) certificates a certificate 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 non-foreign status as described in Section 7.1(i), duly executed by Seller;
(hviii) notices a receipt for the Purchase Price, duly executed by Seller;
(ix) a copy of approvalthe Employment Agreement of Xxxx Xxxxxxx, consents, or waivers received duly executed by Xxxx Xxxxxxx;
(x) the Year-End Balance Sheet and other financial information required to be delivered by Seller to Buyer pursuant to Section 6.2(b);
(xi) duly executed payoff letters with respect to the transfer Payoff Amount in customary form and releases 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)related Liens; and
(kxii) all releases such other instruments of conveyance 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 shalltransfer, in each case, be in form and substance reasonably satisfactory to Buyer. Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets.
(b) Simultaneously with such deliveries, all such steps will be taken by Seller shall take such other actions and deliver such other documents as are contemplated by this Agreement or as may be reasonably requested by Buyerrequired to put Buyer in actual possession and operating control of the Purchased Assets.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Bill 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 FSale, duly executed and acknowledged by each ORRI Sxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of the Mineral Deed, duly executed and acknowledged by Sxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(d) Letters-in-lieu of transfer or division orders executed by Seller to reflect the transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(e) A certificate from Seller duly executed by an authorized officer of Seller, dated as of the “ORRI Assignments”)Closing, certifying on behalf of Seller, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;
(f) certificates A validly executed IRS Form W-9 of good standing for the Acquired Company from all applicable jurisdictionsSeller;
(g) any Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(h) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any 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 5.3Assets;
(i) a duly Originals of executed original of the Seller Parent Guarantee;
(j) a certificate of the Acquired Companyand acknowledged, dated as of the Closing Date and signed by an officer of the Acquired Companyor, certifying as to the completeness extent execution and correctness of attached acknowledgment are not required for effectiveness, copies of the Acquired Company’s Organizational Documents (including amendments thereto); and
(k) all of, releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (including, for purposes of clarity, UCC-3 termination statements) to the extent securing indebtedness for borrowed money of the Seller or any thereof), (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledgedits Affiliates, which shall, in each case, releases and terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(j) A counterpart of the Registration Rights Agreement, duly executed by Seller (or its designee(s) pursuant to Section 2.1(d), as applicable);
(k) Appropriate change of operator forms for the Assets operated by Seller or any of its Affiliates, designating Purchaser as operator of such Assets;
(l) The Preliminary Settlement Statement, duly executed by Sxxxxx;
(m) Joint written instructions to the Escrow Agent to retain the Stock Deposit, together with any interest or income thereon, in the Deposit Escrow, which amount, after Closing, shall take such become the Indemnity Holdback Amount in accordance with Section 8.5(a);
(n) A counterpart of the Surface Use Agreement, duly executed by Seller; and
(o) All other actions instruments, documents, and deliver such other documents as are contemplated by items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser, including any documents from Seller’s designee(s) pursuant to Section 2.1(d) for such designee to receive all or a portion of the Stock Consideration.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an Counterparts of the Assignment and Xxxx of Sale, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of a Deed, substantially in the form of Exhibit B-2, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Seller’s right, title in sufficient duplicate originals to allow recording and interest filing in all appropriate offices;
(d) A certificate of non-foreign status of each of Development, Upstream and Midstream meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2) and substantially in the form of Exhibit C;
(e) Letters-in-lieu of transfer or division orders executed by Upstream to reflect the Assigned Equity transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(f) A certificate from each of Development, Upstream and Midstream, substantially in the form of Exhibit D hereto duly executed by Selleran authorized officer of Development, Upstream or Midstream, as applicable, dated as of the Closing, certifying on behalf of Development, Upstream or Midstream, as applicable, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled with respect to Development, Upstream or Midstream, as applicable, and the Assets;
(bg) duly executed originals A certificate from each of a Certificate of Non-Foreign Status from Seller Development, Upstream and each ORRI Seller;
(c) duly executed original of the release Midstream substantially in the form of Exhibit H hereto E duly executed by Selleran authorized officer of Development, Upstream or Midstream, as applicable, dated as of the Closing, (i) attaching and certifying on behalf of Development, Upstream or Midstream, as applicable, complete and correct copies of the resolutions of the governing body of Development, Upstream or Midstream, as applicable, authorizing the execution, delivery, and performance by Development, Upstream or Midstream, as applicable, of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Development, Upstream or Midstream, as applicable, the incumbency of each officer of Development, Upstream or Midstream, as applicable, executing this Agreement or any document delivered in connection with the Closing;
(dh) duly executed resignations and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(ei) 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 Any other forms required by any Governmental Authority relating to the assignment assignments 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 GuaranteeAssets;
(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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filingsfilings burdening the Assets;
(k) Joint written instructions to the Escrow Agent to retain the Deposit, together with any interest or income thereon, in the Escrow Account as satisfaction of the Indemnity Escrow;
(l) Appropriate change of operator forms (including Texas Railroad Commission Form P-4s) for the Assets operated by Seller or its Affiliates, designating Purchaser as operator of such Assets, duly executed by Seller or its applicable Affiliate;
(m) Possession of the Assets to Purchaser; and
(n) All other instruments, documents, and other encumbrances and interests burdening items reasonably necessary to effectuate the Assigned Equity and Acquired XXXXx (or any thereof)terms of this Agreement, (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 BuyerPurchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchasers of its their respective obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchasers the following:
(a) an assignment of Seller’s right, title and interest a duly executed stock transfer in and to the Assigned Equity substantially in the form of Exhibit D F attached hereto in respect of 276,098,072 ordinary Shares and 24,888,000 ordinary non-voting Shares in favour of Ecopetrol and a duly executed stock transfer in substantially the form of Exhibit F attached hereto in respect of 265,270,696 ordinary Shares and 23,912,000 ordinary non-voting Shares in favour of Talisman and share certificates representing the Shares in the name of Seller (or a certificate signed by SellerSeller swearing that such share certificate has been lost, destroyed or never existed and an indemnity in favour of Purchasers in respect thereof in form reasonably satisfactory to Purchasers);
(b) stock transfers in substantially the form of Exhibit F attached hereto duly executed originals by Kenilworth to transfer all shares owned by it with respect to the share capital of the Company and any Subsidiaries to Ecopetrol (or a Certificate certificate signed by Kenilworth swearing that such share certificate has been lost, destroyed or never existed and an indemnity in favour of Non-Foreign Status from Seller and each ORRI SellerEcopetrol in form reasonably satisfactory to Ecopetrol);
(c) duly executed original a receipt issued to each Purchaser acknowledging receipt of that portion of the release substantially in the form of Exhibit H hereto duly executed Purchase Price paid by Sellereach such Purchaser;
(d) duly executed resignations and releases in such waivers of consents as each Purchaser may reasonably require to enable such Purchaser or its nominees to be registered as the form attached hereto as Exhibit E from holder of the person described on Schedule 8.2Shares;
(e) assignments resignations of the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly executed and acknowledged by auditors of each ORRI Seller (the “ORRI Assignments”)Company Group Member;
(f) certificates the statutory books (which shall be written up to but not including Closing), the certificate of good standing for the Acquired incorporation (and any certificate of incorporation on change of name) and common seal (if any) of each Company from all applicable jurisdictionsGroup Member;
(g) any other forms required resignations of and releases by any Governmental Authority relating to the assignment directors and officers of the Assigned Equity and Acquired XXXXx to Buyer each Company Group Member, duly executed by Sellersuch directors and officers, effective as of Closing;
(h) notices terminations of approval, consents, or waivers received powers of attorney granted by Seller with respect each Company Group Member to the transfer persons who will not remain employees of the Assigned Equity, including those set forth on Schedule 5.3Company Group Members following the Closing;
(i) a certificate duly executed original by an authorized officer of Seller dated as of Closing, certifying on behalf of Seller that the Seller Parent Guarantee;conditions set forth in Sections 8.2(a) and 8.2(b) have been fulfilled.
(j) a certificate duly executed by the secretary or any assistant secretary of the Acquired CompanySeller, dated as of the Closing Date Closing, (i) attaching and signed certifying on behalf of Seller complete and correct copies of (A) the certificate of incorporation and articles of association or other organizational documents of Seller, each as in effect as of the Closing, (B) the resolutions of the board of directors of Seller authorizing the execution, delivery, and performance by an Seller of this Agreement and the transactions contemplated hereby, and (C) any required approval by the shareholder of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with the Acquired Company, certifying as to the completeness and correctness of attached copies of the Acquired Company’s Organizational Documents (including amendments thereto)Closing; and
(k) copies of all releases notices issued by Seller to holders of the preferential rights or consent rights, together with evidence of delivery in accordance with the applicable underlying agreements and, to the extent received by Seller, copies of all waivers of such preferential rights and terminations all consents. The Sellers shall also procure a board meeting of any mortgagesthe Company to be held at Closing at which:
(A) it shall be resolved that the transfers relating to the Shares shall be approved for registration and (subject only to the transfers being duly stamped) the Purchasers registered as the holder of the Shares concerned in the register of members;
(B) each of the persons nominated by the Purchasers shall be appointed directors and/or secretary, deeds such appointments to take effect on the Closing Date;
(C) the auditors nominated by the Purchasers shall be appointed auditors, such appointment to take effect on the Closing Date;
(D) the resignations of trust, assignments of production, financing statements, fixture filingsthe directors and secretary, and other encumbrances the auditors, shall be tendered and interests burdening accepted so as to take effect at the Assigned Equity close of the meeting;
(E) all existing instructions to banks shall be revoked and Acquired XXXXx new instructions shall be given to such banks in such form as the Purchasers may direct; and
(or F) the location of the registered office shall be changed to such address as the Purchasers may nominate and (subject to the provisions of the Companies Act applicable to the Company) the accounting reference date shall be changed in accordance with any thereof), instructions given by the Purchasers. A meeting of each Subsidiary shall also be held at Closing at which items (and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledged, which shall, in each case, B) to (F) inclusive above shall 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 Buyerminuted.
Appears in 1 contract
Obligations of Seller at Closing. At Closing, Seller shall, subject shall deliver 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, -------------------------------- Purchaser the following:
(a) an a Xxxx of Sale, duly executed by Seller's authorized officer, together with such other documents of conveyance, assignment and transfer, all in form and substance satisfactory to Purchaser and its counsel, as shall be required to vest in Purchaser good and marketable title to the Purchased Assets free and clear of all liens, encumbrances and claims of every description;
(b) assignments to Purchaser of the Transferred Agreements, in form and substance reasonably satisfactory to Purchaser and its counsel, together with all required consents to such assignments;
(c) all material documents (including, without limitation, the Transferred Agreements), files, Good Standing Reports and Transferred Receivable Reports, disks containing computer records, paper copies of all such data, and other data and documents pertaining primarily or exclusively to the Business including, without limitation, accounting books and records of Seller’s right, title and interest in and relating exclusively to the Assigned Equity substantially Purchased Assets;
(d) trademark and copyright assignments in statutory form;
(e) assignments of all trademarks included in the Intellectual Property in such form as is required for recordation by the United States Patent and Trademark Office;
(f) a certificate of good standing of Seller issued by the Secretary of State of Minnesota and dated within thirty days of the Closing Date;
(g) a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of Seller certifying the resolutions adopted by the Board of Directors of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement;
(h) an opinion of counsel for Seller dated the Closing Date, in form annexed hereto as Exhibit D hereto 4.1(i);
(i) the Escrow Agreement, duly executed by Seller;
(bj) 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 Security Agreement, 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.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form Assignment and Bill 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 FSale, duly executed and acknowledged by each ORRI Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Counterparts of the Mineral Deed, duly executed and acknowledged by Xxxxxx, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(c) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged (to the extent so required) by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(d) A certificate of non-foreign status of Seller meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2);
(e) Letters-in-lieu of transfer or division orders executed by Seller to reflect the “ORRI Assignments”)transaction contemplated hereby, which letters shall be on forms prepared by Seller and reasonably satisfactory to Purchaser;
(f) certificates A certificate from Seller duly executed by an authorized officer of good standing for Seller, dated as of the Acquired Company from all applicable jurisdictionsClosing, certifying on behalf of Seller, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;
(g) any A validly executed IRS Form W-9 of Seller;
(h) Where notices of approval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(i) Any other forms or instruments required by any Governmental Authority relating to the assignment assignments or transfer of any interest in or to any 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 GuaranteeAssets;
(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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings burdening the Assigned Equity and Acquired XXXXx Assets (or any thereofincluding, for purposes of clarity, UCC-3s), (which releases and any credit agreement, note purchase agreement, or similar agreement relating thereto), duly executed and acknowledged, which shall, in each case, terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(k) A counterpart of the Registration Rights Agreement, duly executed by Seller (or its designee(s) pursuant to Section 2.1(d), as applicable);
(l) Appropriate change of operator forms for the Assets operated by Seller or any of its Affiliates, designating Purchaser as operator of such Assets;
(m) The Preliminary Settlement Statement, duly executed by Xxxxxx;
(n) Joint written instructions to the Escrow Agent to retain the Deposit, together with any interest or income thereon, in the Deposit Escrow Account, which amount, after Closing, shall take such become the Indemnity Holdback Amount in accordance with Section 8.5(a);
(o) A counterpart of the Transition Services Agreement, duly executed by Seller;
(p) The Audited 2022 Financial Statements and the Audited 2022 Reserve Report; and
(q) All other actions instruments, documents, and deliver such other documents as are contemplated by items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser, including any documents from Seller’s designee(s) pursuant to Section 2.1(d) for such designee to receive all or a portion of the Stock Purchase Price.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the following:
(a) an A duly executed assignment of Seller’s rightthe Membership Interests, title free and interest in and clear of all Liens, to Purchaser or the Assigned Equity substantially in entity designated by Purchaser to take delivery of the form of Exhibit D hereto duly executed by SellerMembership Interests;
(b) A certificate duly executed originals by an authorized officer of a Certificate Seller, dated as of Non-Foreign Status from Closing, certifying on behalf of Seller that the conditions set forth in Section 7.3(a) and each ORRI SellerSection 7.3(b) have been satisfied;
(c) duly executed original The articles of incorporation, certificate of partnership or certificate of formation, as the case may be, of the release substantially in Acquired Company and the form Acquired Subsidiaries certified as of Exhibit H hereto duly executed a recent date by Sellerthe Secretary of State of the applicable jurisdiction;
(d) duly A certificate of the Secretary of State of the applicable jurisdiction as to the good standing as of a recent date of the Acquired Company and the Acquired Subsidiaries in the state of incorporation or formation, as the case may be, and all other jurisdictions set forth on Schedules 4.1 and 4.4;
(e) The Books and Records or other seal (to the extent such seals exist and are in Seller’s possession), provided, that Seller’s obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Company or the Acquired Subsidiaries at Closing;
(f) Duly executed resignations of the directors, officers and releases managers of each Acquired Company and the Acquired Subsidiaries listed on Schedule 8.2(f), which list shall not include the independent members of the board of directors of the general partner of the Partnership, effective as of the Closing, 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 jurisdictionsB;
(g) any other forms required by any Governmental Authority relating to the assignment A counterpart of the Assigned Equity and Acquired XXXXx to Buyer Transition Services Agreement, duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to the transfer A counterpart of the Assigned EquityJoint Defense Agreement, including those set forth on Schedule 5.3duly executed by Seller;
(i) a duly executed original Executed copies of the Seller Parent GuaranteeConveyance Documents;
(j) a certificate The Parent Guaranty, duly executed by Parent;
(k) Copies of the Acquired Company, dated all Company Consents obtained as of the Closing Date and signed by an officer Date;
(l) A counterpart to a side agreement related to the treatment of cross-indemnities arising out of the Acquired Companypartial assignment contemplated by Section 6.20 (the “Side Agreement”), duly executed by Seller;
(m) An executed statement described in Treasury Regulations Section 1.1445-2(b)(2) from Seller certifying as to that Seller is not a foreign person within the completeness and correctness of attached copies meaning of the Acquired Company’s Organizational Documents (including amendments thereto)Code; and
(kn) all releases and terminations If required approvals are received by Seller pursuant to a filing or application under Section 6.2, copies 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 Buyerthose approvals.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shall, subject shall deliver to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, deliver Purchaser or cause to be delivered to BuyerPurchaser, unless waived by BuyerPurchaser, the following:
(a) four (4) originals of the Assignment and Xxxx of Sale executed by an assignment Authorized Officer of Seller, and acknowledged, conveying all of Seller’s right, title and interest in and to the Assigned Equity substantially in Purchased Assets other than the form of Exhibit D hereto duly executed by SellerPlant Sites;
(b) duly executed four (4) originals of a Certificate Deeds executed by an Authorized Officer of Non-Foreign Status from Seller Seller, and each ORRI acknowledged, conveying all of Seller’s right, title and interest in and to the Plant Sites;
(c) duly executed original four (4) originals of the release substantially in the form of Exhibit H hereto duly Transition Services Agreement executed by Selleran Authorized Officer of Seller or its Affiliate;
(d) duly executed resignations and releases four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2(d) that are held in the form attached hereto as Exhibit E from the person described on Schedule 8.2name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
(e) assignments four (4) originals of the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly GPA executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)an Authorized Officer of Seller;
(f) certificates four (4) originals of good standing for the Acquired Company from all applicable jurisdictionsCertificate executed by an Authorized Officer of Seller;
(g) any other forms required by any Governmental Authority relating to the assignment four (4) originals of the Assigned Equity and Acquired XXXXx to Buyer duly Non-Foreign Certificate executed by an Authorized Officer of Seller;
(h) notices four (4) originals of approval, consents, Seller’s Secretary’s Certificate or waivers received by Seller with respect Assistant Secretary’s Certificate certifying as to the transfer due authorization of Seller’s signatory(ies) to the Assigned Equity, including those set forth on Schedule 5.3;documents signed at Closing; and
(i) a duly executed original such other instruments and agreements (including any required ratification or joinder instruments required to transfer all of the Seller Parent Guarantee;
(j) a certificate of the Acquired CompanySeller’s right, dated as of the Closing Date title and signed by an officer of the Acquired Company, certifying as interest in and to the completeness and correctness of attached copies of the Acquired CompanyPurchased Assets from Seller to Purchaser) as necessary or appropriate to comply with Seller’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 obligations under this Agreement or as may be reasonably requested by BuyerAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Eagle Rock Energy Partners L P)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.36.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 Counterparts of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases Conveyance in the form attached hereto as Exhibit E from C, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Assignments in form required by any Governmental Authority necessary for the assignment of any Overriding Royalty Interests, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(c) A certificate by an authorized officer of Seller, dated as of Closing, certifying on behalf of Seller that the condition set forth in Section 5.2(a) has been fulfilled.
(d) Executed certificates described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person described on Schedule 8.2within the meaning of the Code;
(e) assignments A certificate duly executed by the secretary or any assistant secretary (or other authorized officer) of Seller, dated as of the Acquired XXXXxClosing, substantially (i) attaching and certifying on behalf of Seller complete and correct copies of (A) the resolutions of the Board of Directors, managers, or other equivalent governing body of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated hereby and (B) any required approval by the stockholders, members, or partners, as applicable, of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)Closing;
(f) certificates Releases of good standing for the Acquired Company from all applicable jurisdictions;liens listed on Schedule 3.3 of the Purchase Agreement under the heading "Liens to be Released at Closing" with respect to the Overriding Royalty Interests; and
(g) any All 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 approvalinstruments, 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 filingsdocuments, and other encumbrances and interests burdening items reasonably necessary to effectuate the Assigned Equity and Acquired XXXXx (or any thereof)terms of this Agreement, (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 BuyerPurchaser.
Appears in 1 contract
Samples: Overriding Royalty Purchase Agreement (Berry Petroleum Co)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of -49- its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by BuyerPurchaser, the following:
(a) an assignment The Assignment of Seller’s right, title and interest in and to the Assigned Equity substantially Subject Securities in the form of attached hereto as Exhibit D hereto B (the “Assignment”), duly executed by Seller;
(b) A certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) in the form attached hereto as Exhibit C, duly executed originals by the applicable officer of a Certificate Seller (or, if Seller is disregarded as separate from another Person, then the applicable officer of Non-Foreign Status from Seller and each ORRI Sellersuch Person);
(c) duly executed original of the release substantially A transition services agreement in the form of attached hereto as Exhibit H hereto D (the “Transition Services Agreement”), duly executed by Seller;
(d) A certificate duly executed resignations by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 8.2(a) and releases in Section 8.2(b) have been fulfilled (the form attached hereto as Exhibit E from the person described on Schedule 8.2“Seller Certificate”);
(e) assignments The resignation or removal (effective as of Closing) of managers, officers and directors, as applicable, nominated or appointed by Seller or its Affiliates to any board or operating, management or other committee of the Acquired XXXXx, substantially in Company and the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)Subsidiaries;
(f) certificates Complete and accurate copies of good standing for any Consents listed on Schedule 3.4 or Schedule 4.2, duly executed by the Acquired Company from all applicable jurisdictionsPersons holding such Consents rights;
(g) any other forms required by any Governmental Authority relating to the assignment of the Assigned Equity and Acquired XXXXx to Buyer The Management Agreement Termination, duly executed by Sellerthe Affiliate of Seller that is a party to the Management Agreement and effective as of the Closing Date;
(h) notices of approvalAn Escrow Agreement, consents, or waivers received duly executed by Seller with respect to the transfer of the Assigned Equity, including those set forth on Schedule 5.3;Seller; and
(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 All other documents as and instruments reasonably requested by Purchaser from Seller that are necessary to transfer the Subject Securities to Purchaser and to consummate any other transactions contemplated by this Agreement or as may be reasonably requested by BuyerAgreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Plains All American Pipeline Lp)
Obligations of Seller at Closing. At Closingthe Closing (or earlier if indicated below), Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Sellers shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the following:
(a) an assignment counterparts of Seller’s rightthe Assignment Agreement transferring the Subject Interests to Purchaser, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by each Seller;
(b) duly executed originals of a Certificate of Non-Foreign Status from Seller and valid IRS Form W-9 with respect to each ORRI Seller;
(c) a certificate duly executed original by an authorized officer of each Seller, dated as of Closing, certifying on behalf of such Seller that the release substantially conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled as to such Seller, in the form of attached hereto as Exhibit H hereto duly executed by SellerH-1;
(d) where approvals are received by Sellers pursuant to a filing or application under Section 6.2, copies of those approvals;
(e) an executed acknowledgment of the Preliminary Settlement Statement;
(f) a joint written instruction duly executed by an officer of Sellers’ Representative to the Escrow Agent notifying the Escrow Agent that Closing has occurred and to pay the Deposit to the Persons designated by the Sellers’ Representative to the account(s) designated by Sellers’ Representative in the Preliminary Settlement Statement (the “Closing Instruction”);
(g) at least three (3) Business Days prior to the Closing, (x) customary debt payoff letters (or in the case of the Tap Rock I Facility, amendments or other documents necessary to give effect to the transactions contemplated by this Agreement and release of the liens and obligations of the Tap Rock I Subject Company Group thereunder), in form and substance reasonably satisfactory to Purchaser, setting forth the total amounts payable pursuant to (i) the Existing Credit Agreements of the applicable Company Group, if applicable, and (ii) each other document evidencing Indebtedness for borrowed money of the Company Group Members of the applicable Company Group (including any redemption notice or other documentation in connection with any redemption or satisfaction and discharge of the Notes and the Indenture, if any), if applicable to fully satisfy all principal, interest, fees, costs, expenses and any other amounts owed thereunder as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the Existing Credit Agreements of the applicable Company Group, if applicable, and the holders of any other such Indebtedness for borrowed money, if applicable, that upon payment in full of all such amounts owed, all such Indebtedness for borrowed money described in this clause (x) shall be discharged and satisfied in full, the “Loan Documents” (or applicable similar term in the Existing Credit Agreements of the applicable Company Group) shall be terminated and all liens on the applicable Company Group Members of each Company Group and their respective assets and equity securing the Existing Credit Agreements of such Company Group, if applicable, and any other such instruments of Indebtedness for borrowed money described in this clause (x) shall be released and terminated (other than, in each case, any reimbursement, indemnity and contingent obligations for which no claim has been made as of the Closing Date that expressly survive the termination of the applicable Existing Credit Agreements and such other instruments of Indebtedness for borrowed money) (the “Payoff Letter”), and (y) applicable release documents (including draft UCC-3 statements) necessary to evidence the release and termination of any deed of trust, mortgages, financing statements, pledges, fixture filings and security agreements securing obligations arising from Indebtedness for borrowed money under any credit agreement, debt instrument or other agreement of a Seller or any of the Company Group Members of any Company Group affecting or burdening any of the Assets of such Company Group Members and their respective assets or equity (other than Capital Leases), and any guarantees by the Company Groups and their Subsidiaries (including with respect to the Existing Credit Agreements), in each case, in form and substance reasonably acceptable to Purchaser in sufficient counterparts for recordation in each of the counties in which the Assets are located or other applicable jurisdiction;
(h) duly executed resignations of, and releases from, the directors and officers of the Company Group Members (in their capacities as such), in the form attached hereto as Exhibit C;
(i) a termination and release agreement with respect to all Affiliate Arrangements (other than those set forth on Schedule 6.18), in the form attached hereto as Exhibit D;
(j) evidence reasonably satisfactory to Purchaser that any remaining Company Xxxxxx have been terminated, liquidated or unwound in accordance with Section 6.15;
(k) good standing certificates (or equivalent thereof) of each Company Group Member from its state of organization and each state where each such Person is qualified to conduct business, in each case dated within ten (10) days of the Closing Date;
(l) a copy of the Organizational Documents (including all amendments thereto) of each Company Group Member certified by an officer of such Person and access to or copies of all existing corporate minute books and authorizing resolutions or written consents and related corporate records of each Company Group Member;
(m) a counterpart of the Transition Services Agreement substantially in the form attached hereto as Exhibit E from (the person described on Schedule 8.2“TSA”) duly executed by the applicable Seller or Affiliate of such Seller designated as “Contractor” thereunder;
(en) assignments an executed counterpart of the Acquired XXXXx, substantially AMI and Standstill Agreements from each of the individuals listed on Schedule 8.3(k) in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller F (the “ORRI AssignmentsStandstill Agreements”);
(fo) certificates of good standing for a counterpart to the Acquired Company from all applicable jurisdictionsRegistration Rights Agreement, duly executed by Sellers’ Representative and/or its designees;
(gp) any other forms required by any Governmental Authority relating one or more Excluded Assets Assignment(s) from the applicable Company Group Member to the assignment a Seller or one or more of the Assigned Equity and Acquired XXXXx to Buyer its designees, duly executed by Sellersuch Company Group Member and such Seller (or its designee);
(hq) notices one or more Assignment(s) and Bill(s) of approvalSale from the Tap Rock Operator to a Company Group Member or one or more of its designees, 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 by the Seller Parent Guarantee;
Tap Rock Operator and such Company Group Member (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 theretoor its designee); and
(kr) all releases other documents and terminations instruments which are required by the other terms of this Agreement to be executed or delivered at Closing by any mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening the Assigned Equity and Acquired XXXXx (Seller 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 Buyerof their respective Affiliates.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Civitas Resources, Inc.)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, the following:
(a) an The Preliminary Settlement Statement, duly executed by Xxxxxx;
(b) Conveyances of the Assets in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Exhibit B-1, recording in all appropriate jurisdictions and offices;
(c) Assignments in the forms required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties or Rights of Way, duly executed by Seller’s right, title in sufficient duplicate originals to allow recording in all appropriate offices;
(d) A duly completed and interest in and executed IRS Form W-9 for each Seller Entity;
(e) Letters-in-lieu of transfer orders with respect to the Assigned Equity Oil and Gas Properties duly executed by Seller in the form attached hereto as Exhibit C;
(f) A certificate from Seller substantially in the form of Exhibit D D-1, duly executed by an authorized officer of Seller, certifying on behalf of Seller that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled;
(g) Resignation of operator letters, duly executed by Seller in the form attached hereto as Exhibit E;
(h) Executed and recordable releases of any and all Liens that burden the Assets securing any obligations for borrowed money of Seller, including indebtedness obligations of Seller’s Affiliates secured by Seller’s interests in each case, in sufficient counterparts for recordation in each of the counties in which the Assets are located and (ii) authorizations from each applicable secured party or lienholder for Purchaser or its designee to file UCC-3 termination statement releases and other necessary releases in all applicable jurisdictions to evidence the release of all such Liens securing any obligations for borrowed money of Seller that burden the Assets, in each case and for the avoidance of doubt, excluding all Permitted Encumbrances;
(i) Transition Services Agreement, duly executed by Seller;
(bj) Joint written instructions, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI by Xxxxxx, instructing the Escrow Agent to release the Performance Deposit minus the Adjustment Deposit to Seller;
(ck) duly From each of those Persons listed on Schedule 9.2(k), an executed original of the release Post-Closing Letter Agreement in 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)J; and
(kl) 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 All other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by BuyerPurchaser from Seller that are necessary to transfer the Assets to Purchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer the Purchaser Parties of its their obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to Buyerthe Purchaser Parties, unless waived by Buyeramong other things, the following:
(a) an assignment of Seller’s rightThe Preliminary Settlement Statement, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by Seller;
(b) duly An executed originals counterpart of a Certificate of Non-Foreign Status from joint written instruction to the Escrow Agent executed by Seller and each ORRI Sellerinstructing the Escrow Agent to disburse to Seller the Deposit;
(c) duly executed original Conveyances of the release substantially in the form of Exhibit H hereto duly executed by Seller;
(d) duly executed resignations and releases Assets in the form attached hereto as Exhibit E from B-1 and Exhibit B-2 (the person “Conveyances”), duly executed by Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Schedule 8.2Exhibit B-1, recording in all appropriate jurisdictions and offices;
(d) Assignments in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Oil and Gas Properties, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(e) assignments Duly executed and/or acknowledged releases of all Liens securing indebtedness under Seller’s or its Affiliate’s credit facilities and burdening the Acquired XXXXxAssets, substantially in forms reasonably acceptable to Purchaser as to effect the release all such Liens on the Assets securing due and payable obligations under such indebtedness and in sufficient counterparts to facilitate recording in each county in which the Oil and Gas Properties are located, together with authorizations to file UCC-3 termination statements in all applicable jurisdictions;
(f) Forms prescribed by the applicable Governmental Authorities to transfer status of operatorship of those Oil and Gas Properties which Seller or its Affiliate operates from Seller or its Affiliate to Purchaser or Purchaser’s designee;
(g) Executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulation § 1.1445-2(b)(2) in the form attached hereto as Exhibit FC, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”);
(f) certificates applicable officer 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 Letters-in-lieu of approval, consents, or waivers received by Seller transfer orders with respect to the transfer of Oil and Gas Properties duly executed by Seller in the Assigned Equity, including those set forth on Schedule 5.3form attached hereto as Exhibit D;
(i) a A certificate duly executed original by an authorized officer of Seller, dated as of the Closing, certifying on behalf of Seller Parent Guaranteethat the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled;
(j) a certificate A Defect Indemnity Agreement with respect to the Defects duly executed by Seller, if any, that the Parties have agreed under Section 3.2(g)(iii) to execute with respect to such Defects in lieu of the Acquired Company, dated as other remedies with respect to any Defects described in Section 3.2(g)(i) or Section 3.2(g)(ii);
(k) An executed counterpart of the Closing Date Registration Rights Agreement duly executed by Seller (and signed by an officer Seller’s designee recipients of the Acquired Company, certifying as to the completeness and correctness of attached copies of the Acquired Company’s Organizational Documents (including amendments theretoStock Purchase Price); and
(kl) 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 All other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by BuyerPurchaser Parties from Seller that are necessary to transfer the Assets to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Diamondback Energy, Inc.)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.39.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by BuyerPurchaser, the following:
(a) an assignment The Preliminary Settlement Statement, duly executed by Seller, in accordance with Section 2.5(a);
(b) Assignment of Seller’s right, title and interest in and to the Assigned Equity substantially Subject Securities in the form of attached hereto as Exhibit D hereto B (the “Assignment”), 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 A certificate of non-foreign status that meets the release substantially requirements set forth in the form of Exhibit H hereto duly executed by Seller;
(dTreasury Regulations Section 1.1445‑2(b)(2) duly executed resignations and releases in the form attached hereto as Exhibit E C, duly executed by the applicable officer of Seller (or, if Seller is disregarded as separate from another Person, then the person described applicable officer of such Person);
(d) A certificate duly executed by an authorized officer of Seller, dated as of the Closing, certifying on Schedule 8.2behalf of Seller that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled (the “Seller Certificate”);
(e) assignments The resignation or removal (effective as of Closing) of managers, officers and directors, as applicable, nominated or appointed by Seller or its Affiliates to any board or operating, management or other committee of the Acquired XXXXx, substantially in Company and the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller (the “ORRI Assignments”)Subsidiaries;
(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 Releases of all Liens securing Credit Facility Indebtedness or any other Indebtedness of the Seller Parent Guarantee;
Company for borrowed money that are burdening the Company Securities and the Assets, (jii) a certificate authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release of all Liens securing Credit Facility Indebtedness or any other Indebtedness of the Acquired Company, dated as Company for borrowed money that are burdening the Company Securities and the Assets and (iii) all instruments and agreements reasonably required to effect and file of record the release of all Liens securing Credit Facility Indebtedness or Indebtedness 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 Company for borrowed money that are burdening the Assigned Equity Company Securities 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.the Assets;
Appears in 1 contract
Samples: Securities Purchase Agreement (Plains All American Pipeline Lp)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser, unless waived by Buyeramong other things, 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 SellerThe Working Capital Amount;
(b) duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI SellerThe Pardus LP Shares to such Persons as reasonably directed by Purchaser;
(c) duly executed original Counterparts of the release substantially in the form of Exhibit H hereto Promissory Note, duly executed by Seller;
(d) duly executed resignations and releases , in the form attached hereto as Exhibit E from C;
(d) Counterparts of the person described on Schedule 8.2Assignment, duly executed by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(e) assignments Counterparts of the Acquired XXXXx, substantially a deed in the form attached hereto as Exhibit FD, duly executed effecting the sale, transfer and acknowledged by each ORRI Seller (conveyance of the “ORRI Assignments”)Real Property to Purchaser;
(f) certificates of good standing for Counterparts to the Acquired Company from all applicable jurisdictionsTransition Services Agreement, duly executed by Seller, in the form attached hereto as Exhibit E;
(g) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed by Seller, in sufficient duplicate originals to allow recording and filing in all appropriate offices;
(h) A certificate of non-foreign status of each of Pardus and Pardus Operating GP (or, if any such entity is disregarded as separate from its owner for U.S. federal income Tax purposes, such entity’s regarded owner) meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);
(i) A certificate from each of Pardus and Pardus Operating GP, duly executed by an authorized officer of Pardus and Pardus Operating GP, as applicable, dated as of the Closing, certifying on behalf of Pardus and Pardus Operating GP, as applicable, that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled with respect to Pardus and Pardus Operating GP, as applicable, and the Assets;
(j) A certificate from each of Pardus and Pardus Operating GP, duly executed by an authorized officer of Pardus and Pardus Operating GP, as applicable, dated as of the Closing, (i) attaching and certifying on behalf of Pardus and Pardus Operating GP, as applicable, complete and correct copies of the resolutions of the governing body of Pardus and Pardus Operating GP, as applicable, authorizing the execution, delivery, and performance by Pardus and Pardus Operating GP, as applicable, of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Pardus and Pardus Operating GP, as applicable, the incumbency of each officer of Pardus and Pardus Operating GP, as applicable, executing this Agreement or any document delivered in connection with the Closing;
(k) Any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx to Buyer duly executed by SellerAssets;
(hl) 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 Releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filingsfilings burdening the Assets;
(m) Counterparts of the Agreement and Assignment of Partnership Interest, duly executed by Seller, in the form attached hereto as Exhibit F; and
(n) All other instruments, documents, and other encumbrances and interests burdening items reasonably necessary to effectuate the Assigned Equity and Acquired XXXXx (or any thereof)terms of this Agreement, (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 BuyerPurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Obligations of Seller at Closing. At Closing, Seller shallis delivering, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, deliver or cause causing to be delivered delivered, to Buyer, unless waived by Buyer, Purchaser the following:
(a) an assignment the Assignment and Bill of Seller’s rightSale, title in sufficient duplicate originals to allow recording in all appropriate jurisdictions and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto offices, duly executed by SellerXxxxxx and acknowledged before a notary public;
(b) assignments in form required by any Governmental Body for the assignment of any Assets controlled by such Governmental Body, duly executed by Seller, in sufficient duplicate originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerto allow recording and/or filing in all appropriate offices;
(c) duly executed original counterparts 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 Body relating to the assignment assumption of operations by Purchaser (or its designee), where applicable, as well as any other forms related to the Assigned Equity and Acquired XXXXx to Buyer Post-Closing Consents;
(d) a certificate duly executed by the secretary or any assistant secretary of 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 Closing, (i) attaching and signed by an officer certifying on behalf of the Acquired Company, certifying as to the completeness Seller complete and correctness of attached correct copies of the Acquired Company’s Organizational Documents resolutions or unanimous consent of the Board of Directors of the general partner of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated hereby, which resolutions or consent shall be dated prior to the date of this Agreement, and (including amendments thereto)ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with Closing;
(e) an executed certificate described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code;
(f) the ORRI Conveyance, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Xxxxxx and acknowledged before a notary public; and
(kg) all releases and terminations of any mortgagesother instruments, deeds of trust, assignments of production, financing statements, fixture filingsdocuments, and other encumbrances and interests burdening items reasonably necessary to effectuate the Assigned Equity and Acquired XXXXx (or any thereof)terms of this Agreement, (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 BuyerPurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cyber App Solutions Corp.)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by BuyerPurchaser, the following:
(a) an Counterparts of the Assignment and Xxxx of Sale, duly executed and acknowledged by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(b) Assignments in form required by any Governmental Authority for the assignment of any Assets controlled by such Governmental Authority, duly executed and acknowledged by Seller’s right, title in sufficient duplicate originals to allow recording and interest filing in all appropriate offices;
(c) A certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2) and substantially in the form of Exhibit C;
(d) Letters-in-lieu of transfer or division orders executed by Seller to reflect the Assigned Equity transaction contemplated hereby, which letters shall be on forms prepared by Purchaser and reasonably satisfactory to Seller;
(e) A certificate from Seller, substantially in the form of Exhibit D hereto duly executed by an authorized officer of Seller;
(b, dated as of the Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 7.2(a) duly executed originals of a Certificate of Non-Foreign Status from and 7.2(b) have been fulfilled with respect to 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”)Assets;
(f) certificates Where notices of good standing for the Acquired Company from all applicable jurisdictionsapproval, consent, or waiver are received by Seller pursuant to a filing or application under Section 6.6, copies of such notices;
(g) any Any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx to Buyer duly executed by SellerAssets;
(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 Releases 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 terminations (including amendments thereto); and
(kUCC-3 termination statements) all releases and terminations of any mortgages, deeds of trust, assignments of production, financing statements, and fixture filings, and other encumbrances and interests filings with respect to existing indebtedness of Seller or its Affiliates 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 acknowledgedAssets, which shall, in each case, releases and terminations shall be in form and substance reasonably satisfactory to Buyer. Purchaser;
(i) If necessary pursuant to Section 3.8(e), Seller shall take such other actions each execute and deliver to Defect Escrow Agent the Defect Escrow Agreement;
(j) Appropriate change of operator forms (including Texas Railroad Commission Form P-4s) for the Assets operated by Seller or its Affiliates, designating Purchaser as operator of such Assets, duly executed by Seller or its applicable Affiliate; and
(k) All other documents as are contemplated by instruments, documents, and other items reasonably necessary to effectuate the terms of this Agreement or Agreement, as may be reasonably requested by BuyerPurchaser.
Appears in 1 contract
Obligations of Seller at Closing. At ClosingOn the Closing Date, Seller shall, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 8.3, shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the followingfollowing documents and take the other actions identified :
(a) an assignment and xxxx of Seller’s rightsale, title in substantially the form attached as Schedule 10.2(a) hereto (each, a “Xxxx of Sale”), conveying to and interest in and to the Assigned Equity substantially in the form name of Exhibit D hereto duly executed by Sellerthe appropriate jurisdictional entity of Purchaser all of the Subject Assets in respect of each jurisdiction within the Territory for which Requisite Approvals at such time been obtained and become effective and as to which valid and lawful conveyance may otherwise be made in accordance with all jurisdictional Legal Requirements;
(b) duly executed originals of a Certificate of Non-Foreign Status from Seller an assignment and each ORRI Sellerassumption agreement, in substantially the form attached as Schedule 10.2(b) hereto (each, an “Assignment and Assumption”), with respect to all Customer Agreements and related rights subject to conveyance to and assumption by Purchaser on such Closing Date;
(c) duly certificates executed original as of the release substantially Closing Date by (x) Seller’s corporate secretary attesting to the certificate of incorporation, bylaws and authorizing resolutions of Seller in the form respective forms attached and to the incumbency and signatures of Exhibit H hereto duly executed by officers and (y) Seller’s authorized officer attesting to satisfaction of the conditions to Purchaser’s obligations as set forth in Sections 7.1 and 7.2;
(d) duly executed resignations records and releases evidence establishing to Purchaser’s reasonable satisfaction Seller’s prior receipt of the Outstanding Seller Approvals and the Closing Date validity of all other Seller-Required Approvals that are in any way reasonably material to the form attached hereto as Exhibit E from lawful and valid consummation and effect of the person described transactions occurring on Schedule 8.2;such Closing Date; and
(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 and instruments as may be reasonably requested necessary and required to consummate the transactions contemplated by Buyerthis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (StarVox Communications, Inc. /DE/)
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser and Purchaser Parent of its their respective obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser and Purchaser Parent, unless waived by Buyeras applicable, the following:
(a) counterparts of an assignment of Seller’s right, title and interest in and to the Assigned Equity Acquired Membership Interests substantially in the form of Exhibit D A attached hereto (the “Assignment of Interests”), duly executed by Seller;
(b) to the extent necessary to consummate the transactions contemplated hereby, any applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authority, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerdelivered by the Company;
(c) duly executed original of the release substantially in the form of Exhibit H hereto Closing Settlement Statement, duly executed by Seller;
(d) a certificate duly executed resignations by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 7.2(b) have been fulfilled;
(e) assignments a certificate of non-foreign status of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for such purposes, its regarded owner) meeting the Acquired XXXXx, substantially in the form attached hereto as Exhibit Frequirements of Treasury Regulation Section 1.1445-2(b)(2) and Code Section 1446(f), duly executed and acknowledged by each ORRI an authorized corporate officer of Seller (the “ORRI Assignments”)or its regarded tax owner, as applicable;
(f) certificates resignation letters or written evidence of good standing for the Acquired Company from all applicable jurisdictionsremoval of each officer, director and manager of the Company, duly executed by the appropriate Person(s);
(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 SellerIntentionally Omitted;
(h) notices of approval, consents, or waivers received by Seller with respect to documentation evidencing the transfer completion of the Assigned Equity, including those set forth on Schedule 5.3actions required in Section 5.16(b);
(i) a signatory change cards for each of the accounts of the Company listed on Schedule 3.27 duly executed original by each authorized signatory for the applicable account and all such other documentation reasonably necessary to transfer ownership of the Seller Parent Guaranteesuch accounts;
(j) duly executed, acknowledged and recordable releases in a certificate form reasonably acceptable to Purchaser of the Acquired Companyall mortgage liens, 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 productionsecurity interests, financing statements, fixture filings, statements 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 shallinstruments, in each case, evidencing or securing indebtedness for borrowed money by Seller or its Affiliates that encumber the Company or any of the Company Assets;
(k) if applicable, a copy of any Excluded Assets Assignment executed by the Company and Seller or its designee;
(l) (i) true and complete copies of any audited financial statements (which shall be accompanied by an unqualified report of BDO USA, LLP) and any unaudited financial statements, in form each case, that are required to be included under Item 2.01 of Form 8-K in connection with a Current Report on Form 8-K to be filed by Purchaser Parent under the Exchange Act as a result of consummation of the transactions contemplated hereby, assuming such Form 8-K is filed on the first Business Day immediately following the Closing Date and substance reasonably satisfactory to Buyer. Seller shall take (ii) any consents of BDO USA, LLP required under the Securities Act or the Exchange Act in connection with the filing of such other actions and deliver such Current Report on Form 8-K; and
(m) all other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by Buyerrequired from Seller to transfer the Acquired Membership Interests to Purchaser.
Appears in 1 contract
Obligations of Seller at Closing. At Closingthe Closing (or earlier if indicated below), Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Sellers shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the following:
(a) an assignment counterparts of Seller’s rightthe Assignment Agreement transferring the Subject Interests to Purchaser, title and interest in and to the Assigned Equity substantially in the form of Exhibit D hereto duly executed by each Seller;
(b) duly executed originals of a Certificate of Non-Foreign Status from Seller and valid IRS Form W-9 with respect to each ORRI Seller;
(c) duly executed original of the release substantially in the form of Exhibit H hereto a certificate duly executed by an authorized officer of each Seller, dated as of Closing, certifying on behalf of such Seller that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled as to such Seller;
(d) where approvals are received by Sellers pursuant to a filing or application under Section 6.2, copies of those approvals;
(e) an executed acknowledgment of the Preliminary Settlement Statement;
(f) a joint written instruction duly executed by an officer of each Seller to the Escrow Agent notifying the Escrow Agent that Closing has occurred and to re-designate the Deposit as the Indemnity Holdback Amount (the “Closing Instruction”);
(g) at least three (3) Business Days prior to the Closing, (x) a customary debt payoff letter, in form and substance reasonably satisfactory to Purchaser, setting forth the total amounts payable pursuant to the Existing Credit Agreement and each other document evidencing Indebtedness of the Company Group which is required to be repaid at Closing in accordance with Section 6.4(s), if applicable, to fully satisfy all principal, interest, fees, costs, expenses and any other amounts owed thereunder as of the anticipated Closing Date (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the Existing Credit Agreement and the holders of any other such Indebtedness, if applicable that upon payment in full of all such amounts owed, all such Indebtedness described in this clause (x) shall be discharged and satisfied in full, the Loan Documents (or applicable similar term in the Existing Credit Agreement) shall be terminated and all liens on the Company Group and their respective assets and equity securing the Existing Credit Agreement and any other such instruments of Indebtedness described in this clause (x) shall be released and terminated (other than, in each case, any reimbursement, indemnity and contingent obligations for which no claim has been made that expressly survived the termination of the Existing Credit Agreement) (the “Payoff Letter”), and (y) applicable release documents (including draft UCC-3 statements) necessary to evidence the release and termination of any deed of trust, mortgages, financing statements, pledges, fixture filings and security agreements securing obligations arising from Indebtedness under any credit agreement, debt instrument or other similar agreement of a Seller or any Company Group Member affecting or burdening any of the Assets, on the Company Group and their respective assets and equity securing, and any guarantees by the Companies and their Subsidiaries (including with respect to the Existing Credit Agreement), in each case, in form and substance reasonably acceptable to Purchaser in sufficient counterparts for recordation in each of the counties in which the Assets are located or other applicable jurisdiction;
(h) xxxx executed resignations of, and releases from, the directors and officers of the Company Group Members, in the form attached hereto as Exhibit C;
(i) a termination and release agreement with respect to all Affiliate Arrangements (other than those set forth on Schedule 6.18), in the form attached hereto as Exhibit D;
(j) evidence reasonably satisfactory to Purchaser that any remaining Company Hxxxxx have been terminated, liquidated or unwound in accordance with Section 6.15;
(k) good standing certificates (or equivalent thereof) of each Company Group Member from its state of organization and each state where each such Person is qualified to conduct business, in each case dated within ten (10) days of the Closing Date;
(l) a copy of the Organizational Documents (including all amendments thereto) of each Company Group Member certified by an officer of such Person and access to or copies of all corporate minute books and authorizing resolutions or written consents and related corporate records of each Company Group Member;
(m) a counterpart of the Transition Services Agreement substantially in the form attached hereto as Exhibit E from (the person described on Schedule 8.2“TSA”) duly executed by Successor Hibernia or the applicable entity designated as “Contractor” thereunder;
(en) assignments an executed counterpart of the Acquired XXXXx, substantially AMI and Standstill Agreements from each of the individuals listed on Schedule 8.3(k) in the form attached hereto as Exhibit F, duly executed and acknowledged by each ORRI Seller G (the “ORRI AssignmentsStandstill Agreements”);
(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;
(io) a duly executed original counterpart of the Seller Parent Guarantee;
(j) a certificate Cloverride AMI Agreement from each of the Acquired CompanyCloverride Royalty, dated as of the Closing Date LLC and signed by an officer of the Acquired CompanyCloverride Royalty II, certifying as to the completeness and correctness of attached copies of the Acquired Company’s Organizational Documents (including amendments thereto)LLC; and
(kp) all releases other documents and terminations instruments which are required by the other terms of this Agreement to be executed or delivered at Closing by any mortgages, deeds of trust, assignments of production, financing statements, fixture filings, and other encumbrances and interests burdening the Assigned Equity and Acquired XXXXx (Seller 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 Buyerof their respective Affiliates.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Civitas Resources, Inc.)
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 BuyerBuyer (provided, Buyer may not waive the requirements of Section 8.2 (i)), the following:
(a) an assignment originals of Seller’s right, title the Assignment executed and interest acknowledged by Seller in sufficient counterparts and to the Assigned Equity substantially modified as necessary for recording in the form of Exhibit D hereto duly executed by Sellerall applicable jurisdictions;
(b) assignments in form required by any Governmental Authority for the assignment of any Assets, duly executed by Xxxxxx, in sufficient duplicate originals to allow recording and/or filing in all appropriate offices;
(c) executed originals of a the 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 SellerStatus;
(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 Seller from all applicable jurisdictions;
(ge) letters-in-lieu of transfer or division orders, in form attached hereto as Exhibit E, executed by Seller relating to the Assets to reflect the transaction contemplated hereby;
(f) any other forms required by any Governmental Authority relating to the assignment assignments of the Assigned Equity and Acquired XXXXx Assets to Buyer duly executed by SellerBuyer;
(hg) notices of approval, consents, or waivers received by Seller with respect to the transfer of the Assigned EquityAssets, including those set forth on Schedule 5.35.3 and Schedule 5.10;
(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
(kh) 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 Assets (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; and
(i) copies of required consents and/or approvals of Seller’s members and board or other governing body authorizing the consummation of the transaction contemplated hereby. Seller shall take such other actions and deliver such other documents as are contemplated by this Agreement or as may be reasonably requested by BuyerXxxxx.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Obligations of Seller at Closing. At The following events shall occur at the Closing:
9.2.1 Seller shall execute, Seller shallhave acknowledged and deliver to Buyer a special warranty deed conveying title to Buyer free and clear of all liens and encumbrances except easements and restrictions of record commonly associated with downtown Colorado Springs properties or accepted by the Buyer in accordance with Article I, subject above.
9.2.2 Buyer shall have received either (a) an owner's policy of title insurance on the USOC Condominium to be issued pursuant to the simultaneous performance Commitment (as updated and approved by Buyer), delivered to Buyer and showing no lien, encumbrance or other restriction other than such exceptions referred to above or (b) a written commitment from the Title Company to deliver such policy.
9.2.3 Seller shall deliver to the Title Company such evidence as the Title Company may require confirming that Seller is not a "foreign person" in accordance with and/or for the purpose of its obligations pursuant to Section 8.3the provisions of Sections 7701 and 1445 (as may be amended) of the Internal Revenue Code of 1986, deliver as amended, and any regulations promulgated thereunder.
9.2.4 Seller shall deliver, or cause to be delivered delivered, such other instruments and documents as may be reasonably required to transfer title to the USOC Condominium or to otherwise close the transactions contemplated in this Agreement.
9.2.5 All USOC Condominium taxes levied against the USOC Condominium; and other regular expenses, if any, affecting the USOC Condominium shall be paid as of the Closing in accordance with the provisions set forth below. For purposes of calculating prorations, Buyer shall be deemed to be in title to the USOC Condominium, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. Any apportionments and prorations which are not expressly provided for below shall be made in accordance with customary practice in the Colorado Springs, Colorado metropolitan area. To the extent any revenues or costs are not reasonably ascertainable, such adjustments, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to the Seller) or by Seller to Buyer (if the proration result in a net credit to the Buyer), unless waived by Buyer, increasing or reducing the following:cash portion of the purchase price to be paid by Buyer at the Closing.
(a) an assignment of Seller’s right, title Any real estate taxes and interest in assessments on the Land and to Improvements and any taxes on the Assigned Equity substantially in USOC Condominium shall be prorated based on the form of Exhibit D hereto duly executed by Selleractual current tax bill or the most recent levy and assessment information;
(b) duly executed originals All utility service charges for electricity, heat and air conditioning service, other utilities, elevator maintenance, common area maintenance, taxes (other than real estate taxes and personal USOC Condominium taxes), and other expenses incurred in operating the USOC Condominium that Seller customarily pays shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue to the day of a Certificate of Non-Foreign Status from Closing and Buyer shall pay all such expenses accruing after the Closing and thereafter. Seller and each ORRI SellerXxxxx shall obtain billings and meter readings as of the day of the Closing to aid in such proration;
(c) duly executed original of the release substantially in the form of Exhibit H hereto duly executed by Seller;
All capital and other improvements (dincluding labor and materials) 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 which are performed or contracted 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 prior 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 will be paid by an officer the Seller, without contribution or proration from Buyer. If expenses contracted for but not billed prior to the day of Closing exist, the expenses will remain the obligation 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 BuyerSeller.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Buyer, unless waived by Buyer, Purchaser the following:
(a) an a duly executed assignment of Seller’s rightthe Membership Interests, title free and interest in and clear of all Liens, to Purchaser or the Assigned Equity substantially in entity designated by Purchaser to take delivery of the form of Exhibit D hereto Membership Interests; (b) a certificate duly executed by an authorized officer of Seller;
(b, dated as of Closing, certifying on behalf of Seller that the conditions set forth in Section 7.3(a) duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Seller;
Section 7.3(b) have been satisfied; (c) duly executed original the certificates 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 formation of the Acquired XXXXx, substantially in the form attached hereto as Exhibit F, duly executed Company 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 Subsidiaries certified as of a recent date by any Governmental Authority relating to the assignment Secretary of State of the Assigned Equity and Acquired XXXXx to Buyer duly executed by Seller;
applicable jurisdiction; (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;
(jd) a certificate of the Acquired Company, dated Secretary of the applicable jurisdiction as to the good standing as of the Closing Date and signed by an officer a recent date of the Acquired Company, certifying as to Company and the completeness and correctness of attached copies Acquired Subsidiaries; (e) pay-off letters for the discharge of the Acquired Company’s Organizational Documents Pay-off Amount (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, letters shall be in form and substance reasonably satisfactory to Buyer. Purchaser and be accompanied by appropriate UCC financing statement amendments (termination statements)); (f) a counterpart of the Registration Rights Agreement attached hereto as Exhibit B (the “Registration Rights Agreement”), duly executed by Seller shall take and any other Person receiving LP Units at Closing at Seller’s direction; (g) a counterpart of the Release Agreement attached hereto as Exhibit C (the “Release Agreement”), duly executed by Seller, each member of the Bridger Group and each member of the Company Group; (h) resignations of the directors, managers and officers set forth on Schedule 8.2(h), in form and substance reasonably satisfactory
(i) an executed statement prepared in accordance with Treasury Regulations Section 1.1445-2(b) from Seller certifying that Seller is not a foreign person within the meaning of the Code; (j) evidence of (1) the assignment of the Bridger Marketing Contracts set forth on Schedule 8.2(j) to the Acquired Company or an Acquired Subsidiary and (2) the consents of the necessary counterparties to assign the Bridger Marketing Contracts set forth on Schedule 8.2(j), in each case in a form and substance reasonably satisfactory to Purchaser;
(k) a counterpart of the Transportation and Logistics Agreement attached hereto as Exhibit D (the “Transportation Logistics Agreement”), duly executed by each applicable member of the Bridger Group; and (l) each recipient of LP Units at Closing must sign a lockup agreement in favor of the underwriters of any LP Units offering completed before closing, substantially identical to that signed by the directors and officers of the Ferrellgas, Inc., except with the end date of such other actions and deliver lockup agreement being identical to the actual expiration of the lockup agreements signed in connection with such other documents as are contemplated by this Agreement or as may be reasonably requested by Buyeroffering.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser and Purchaser Parent of its their respective obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser and Purchaser Parent, unless waived by Buyeras applicable, the following:
(a) counterparts of an assignment of Seller’s right, title and interest in and to the Assigned Equity Acquired Membership Interests substantially in the form of Exhibit D A attached hereto (the “Assignment of Interests”), duly executed by Seller;
(b) to the extent necessary to consummate the transactions contemplated hereby, any applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authority, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerdelivered by the applicable Company;
(c) duly executed original of the release substantially in the form of Exhibit H hereto Closing Settlement Statement, duly executed by Seller;
(d) a certificate duly executed resignations by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 7.2(b) have been fulfilled;
(e) assignments a certificate of non-foreign status of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for such purposes, its regarded owner) meeting the Acquired XXXXx, substantially in the form attached hereto as Exhibit Frequirements of Treasury Regulation Section 1.1445-2(b)(2), duly executed and acknowledged by each ORRI an authorized corporate officer of Seller (the “ORRI Assignments”)or its regarded tax owner, as applicable;
(f) certificates resignation letters or written evidence of good standing for the Acquired Company from all applicable jurisdictionsremoval of each officer, director and manager of each Company, duly executed by the appropriate Person(s);
(g) any other forms required by any Governmental Authority relating to counterparts of a registration rights agreement between Seller and Purchaser Parent substantially in the assignment form of Exhibit E attached hereto (the Assigned Equity and Acquired XXXXx to Buyer “Registration Rights Agreement”), duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to documentation evidencing the transfer completion of the Assigned Equity, including those set forth on Schedule 5.3actions required in Section 5.15(b);
(i) a signatory change cards for each of the accounts of each Company listed on Schedule 3.27 duly executed original by each authorized signatory for the applicable account and all such other documentation reasonably necessary to transfer ownership of the Seller Parent Guaranteesuch accounts;
(j) duly executed, acknowledged and recordable releases in a certificate form reasonably acceptable to Purchaser of the Acquired Companyall mortgage liens, 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 productionsecurity interests, financing statements, fixture filings, statements 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 shallinstruments, in each case, evidencing or securing indebtedness for borrowed money by Seller or its Affiliates that encumber any Company or any of the Company Assets;
(k) a duly executed payment guarantee of Seller’s payment obligations arising from and after the Closing pursuant to this Agreement to and for the benefit of Purchaser, substantially in the form of Exhibit F attached hereto;
(l) if applicable, a copy of any Excluded Assets Assignment executed by the applicable Companies and Seller or its designee;
(m) (i) true and complete copies of any audited financial statements (which shall be accompanied by an unqualified report of Deloitte & Touche LLP) and any unaudited financial statements, in form each case, that are required to be included under Item 2.01 of Form 8-K in connection with a Current Report on Form 8-K to be filed by Purchaser Parent under the Exchange Act as a result of consummation of the transactions contemplated hereby, assuming such Form 8-K is filed on the first Business Day immediately following the Closing Date and substance reasonably satisfactory to Buyer. Seller shall take (ii) any consents of Deloitte & Touche LLP required under the Securities Act or the Exchange Act in connection with the filing of such other actions and deliver such Current Report on Form 8-K; and
(n) all other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by Buyerrequired from Seller to transfer the Acquired Membership Interests to Purchaser.
Appears in 1 contract
Obligations of Seller at Closing. At the Closing, Seller shallupon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Buyer Purchaser and Purchaser Parent of its their respective obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to BuyerPurchaser and Purchaser Parent, unless waived by Buyeras applicable, the following:
(a) counterparts of an assignment of Seller’s right, title and interest in and to the Assigned Equity Acquired Membership Interests substantially in the form of Exhibit D A attached hereto (the “Assignment of Interests”), duly executed by Seller;
(b) to the extent necessary to consummate the transactions contemplated hereby, any applicable forms or instruments required for the indirect transfer of federal leases or state leases as contemplated hereunder included in the Company Assets in sufficient counterparts to facilitate filing with the applicable Governmental Authority, duly executed originals of a Certificate of Non-Foreign Status from Seller and each ORRI Sellerdelivered by the applicable Company;
(c) duly executed original of the release substantially in the form of Exhibit H hereto Closing Settlement Statement, duly executed by Seller;
(d) a certificate duly executed resignations by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.2(a) and releases in the form attached hereto as Exhibit E from the person described on Schedule 8.2Section 7.2(b) have been fulfilled;
(e) assignments a certificate of non-foreign status of Seller (or, if Seller is treated as an entity disregarded as separate from its regarded owner for such purposes, its regarded owner) meeting the Acquired XXXXx, substantially in the form attached hereto as Exhibit Frequirements of Treasury Regulation Section 1.1445-2(b)(2) and Code Section 1446(f), duly executed and acknowledged by each ORRI an authorized corporate officer of Seller (the “ORRI Assignments”)or its regarded tax owner, as applicable;
(f) certificates resignation letters or written evidence of good standing for the Acquired Company from all applicable jurisdictionsremoval of each officer, director and manager of each Company, duly executed by the appropriate Person(s);
(g) any other forms required by any Governmental Authority relating to counterparts of a registration rights agreement between Seller and Purchaser Parent substantially in the assignment form of Exhibit E attached hereto (the Assigned Equity and Acquired XXXXx to Buyer “Registration Rights Agreement”), duly executed by Seller;
(h) notices of approval, consents, or waivers received by Seller with respect to documentation evidencing the transfer completion of the Assigned Equity, including those set forth on Schedule 5.3actions required in Section 5.15(b);
(i) a signatory change cards for each of the accounts of each Company listed on Schedule 3.27 duly executed original by each authorized signatory for the applicable account and all such other documentation reasonably necessary to transfer ownership of the Seller Parent Guaranteesuch accounts;
(j) duly executed, acknowledged and recordable releases in a certificate form reasonably acceptable to Purchaser of the Acquired Companyall mortgage liens, 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 productionsecurity interests, financing statements, fixture filings, statements 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 shallinstruments, in each case, evidencing or securing indebtedness for borrowed money by Seller or its Affiliates that encumber any Company or any of the Company Assets;
(k) a duly executed payment guarantee of Seller’s payment obligations arising from and after the Closing pursuant to this Agreement to and for the benefit of Purchaser, substantially in the form of Exhibit F attached hereto;
(l) if applicable, a copy of any Excluded Assets Assignment executed by the applicable Companies and Seller or its designee;
(m) (i) true and complete copies of any audited financial statements (which shall be accompanied by an unqualified report of Deloitte & Touche LLP) and any unaudited financial statements, in form each case, that are required to be included under Item 2.01 of Form 8-K in connection with a Current Report on Form 8-K to be filed by Purchaser Parent under the Exchange Act as a result of consummation of the transactions contemplated hereby, assuming such Form 8-K is filed on the first Business Day immediately following the Closing Date and substance reasonably satisfactory to Buyer. Seller shall take (ii) any consents of Deloitte & Touche LLP required under the Securities Act or the Exchange Act in connection with the filing of such other actions and deliver such Current Report on Form 8-K; and
(n) all other documents as are contemplated by this Agreement or as may be and instruments reasonably requested by Buyerrequired from Seller to transfer the Acquired Membership Interests to Purchaser.
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