Common use of Obligations of Seller at Closing Clause in Contracts

Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying the Properties substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment and Xxxx of Sale”). The Assignment and Xxxx of Sale shall be executed and acknowledged in four (4) multiple originals, or such greater number as agreed between the Parties; (b) The Certificate provided for in Section 13.1 (c) above; (c) Letter of Transmittal and Stock Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II; (d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”; (e) The Participation Agreement provided for in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d); (f) Such other instruments, documents or certificates as necessary to carry out Seller’s obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.1.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Enterra Energy Trust), Purchase and Sale Agreement (Enterra Energy Trust)

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Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying the Properties 16.2.1 Documents substantially in the form of the Assignment and Xxxx Bxxx of Sale attached hereto as Exhibit “G” (“Assignment B, conveying all of Seller’s right, title and Xxxx of Sale”)interest in and to the Properties. The Assignment and Xxxx Bxxx of Sale shall be executed and acknowledged in four five (45) multiple originals, originals or such greater number as agreed between the Partiesparties; 16.2.2 Evidence that all consents and approvals prerequisite to the sale and conveyance of the Properties (bexcept for consents and approvals of governmental entities customarily obtained subsequent to the transfer of title or with respect to Properties which have been withdrawn from the transaction in accordance with the terms hereof) The Certificate provided for in Section 13.1 (c) abovehave been obtained, as well as evidence of waiver or lapse of any unexercised preferential purchase rights applicable to the Properties; (c) Letter of Transmittal and Stock 16.2.3 A Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II; (d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”C, executed by an authorized officer of Seller, certifying as to the matters specified in Section 14.2.1; (e) The Participation Agreement provided for 16.2.4 A Non-Foreign Affidavit substantially in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d)form of Exhibit D, executed by an authorized officer of Seller; (f) 16.2.5 Executed copies of mutually agreeable transfer orders or letters-in-lieu, government approved assignment forms and operator transfer forms to be prepared by Buyer; and 16.2.6 Such other instruments, documents or certificates instruments as are necessary to carry out Seller’s obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Southwestern Energy Co)

Obligations of Seller at Closing. At the Closing, Seller Sellers shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying An Assignment and Conveyance of the Properties Xxxxx Leases, Xxxxx and Xxxxx Easements, substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment and Xxxx of Sale”). C. The Assignment and Xxxx of Sale shall be executed and acknowledged in four three (43) multiple originals, originals or such greater number as agreed between the Partiesparties or as required by any applicable Law; (b) An Assignment and Conveyance of the WGR Easements, substantially in the form attached hereto as Exhibit C. The Certificate provided for Assignment shall be executed and acknowledged in Section 13.1 three (c3) abovemultiple originals or such greater number as agreed between the parties or as required by any applicable Law; (c) Letter A Xxxx of Transmittal and Stock Certificate conveying Sale for the remaining Xxxxx Assets, to Buyer all of Seller’s rightsthe extent not conveyed by 14.2(a) above, titles, and interests in and to an undivided [confidential information omitted] interest substantially in the stock of Altex II;form attached hereto as Exhibit D. (d) A Non-Foreign Affidavit executed Xxxx of Sale for the remaining WGR Assets, to the extent not conveyed by Seller 14.2(b) above, substantially in the form of attached hereto as Exhibit “H”;D. (e) The Participation Agreement provided for in Section 13.1 (d) and Evidence of waiver or lapse of any unexercised preferential purchase rights that may be applicable to the AMI Agreement provided for in Section 13.2 (d)sale of the Properties; (f) Any necessary Letters-in-Lieu of division orders or transfer orders as may be prepared by Buyer and presented to Sellers; (g) A Section 1445 Non-foreign Affidavit; and (h) Such other instruments, documents or certificates instruments as necessary to carry out Seller’s Sellers’ obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (PRB Energy, Inc.)

Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying the Properties substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment and Xxxx of Sale”). The Assignment and Xxxx of Sale shall be executed and acknowledged in four (4) multiple originals, or such greater number as agreed between the Parties; (b) The Certificate provided for in Section 13.1 (c) above; (c) Letter of Transmittal and Stock Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II; (d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”; (e) The Participation Agreement provided for in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d); (f) Such other instruments, documents or certificates as necessary to carry out Seller’s obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.13.1 (b) and (c).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Enterra Energy Trust)

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Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying the Properties substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment and Xxxx of Sale”). The Assignment and Xxxx of Sale shall be executed and acknowledged in four (4) multiple originals, or such greater number as agreed between the Parties; (b) The Certificate provided for in Section 13.1 (c) above; (c) Letter of Transmittal and Stock Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II; (d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”; (e) The Participation Agreement provided for in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d); (f) Such other instruments, documents or certificates as necessary to carry out Seller’s obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.13.1 (b), (c) and (d).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Enterra Energy Trust)

Obligations of Seller at Closing. At the Closing, Seller shall execute and deliver to Buyer, unless waived by Buyer, the following: (a) A document conveying the Properties 15.2.1 Documents substantially in the form of the Assignment and Xxxx of Sale attached hereto as Exhibit “G” (“Assignment A, conveying all of Seller’s right, title and Xxxx of Sale”)interest in and to the Properties. The Assignment and Xxxx of Sale shall be executed and acknowledged in four two (42) multiple originals, originals or such greater number as agreed between the Partiesparties; 15.2.2 Evidence that all consents and approvals prerequisite to the sale and conveyance of the Subject Interests (bexcept for consents and approvals of governmental entities customarily obtained subsequent to the transfer of title or with respect to Properties which have been withdrawn from the transaction in accordance with the terms hereof) The Certificate provided for in Section 13.1 (c) abovehave been obtained, as well as evidence of waiver or lapse of any unexercised preferential purchase rights applicable to the Properties; (c) Letter of Transmittal and Stock 15.2.3 A Certificate conveying to Buyer all of Seller’s rights, titles, and interests in and to an undivided [confidential information omitted] interest in the stock of Altex II; (d) A Non-Foreign Affidavit executed by Seller substantially in the form of Exhibit “H”B, executed by an authorized officer of Seller, certifying as to the matters specified in Section 13.2.1; (e) The Participation Agreement provided for 15.2.4 A Non-Foreign Affidavit substantially in Section 13.1 (d) and the AMI Agreement provided for in Section 13.2 (d)form of Exhibit E, executed by an authorized officer of Seller; (f) 15.2.5 Executed copies of mutually agreeable transfer orders or letters-in-lieu, government approved assignment forms to be prepared by Buyer; and 15.2.6 Such other instruments, documents or certificates instruments as are necessary to carry out Seller’s obligations under this Agreement; and (g) Documentation acceptable to Seller and Buyer with respect to the obligations hereunder to be assumed by Buyer with respect to the matters set forth on Schedules 3.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Parallel Petroleum Corp)

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