Common use of Obligations of Seller at Closing Clause in Contracts

Obligations of Seller at Closing. At Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) original stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents; (b) certificates as to legal existence and good standing from the appropriate Governmental Authorities, dated on or about the Closing Date, as to the Company and Seller and qualification to do business in the jurisdictions in which it operates as to the Company; (c) certified copies of the resolutions of the board of directors of the Seller approving the transactions contemplated in this Agreement, and authorizing the transfer of the Shares from the Seller to the Purchaser as contemplated in this Agreement; (d) an officer’s certificate in a form reasonably satisfactory to Purchaser to the effect that each of the conditions set forth in Section 6.2 is satisfied in all respects; (e) an original of a resolution of the Board of Directors of the Company terminating, rescinding and canceling all powers of attorney previously issued by the Company authorizing Persons to act on behalf of the Company; (f) an original of the resignation of each member of the Board of Directors of the Company, which shall include such member’s waiver of all claims against the Company; (g) an original of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee; (h) written evidence reasonably satisfactory to Purchaser of the appointment as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified by Purchaser to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 of the Disclosure Schedule, or any of the preferential purchase rights disclosed in Section 3.13 of the Disclosure Schedule; (k) the corporate books and records of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnity, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or Seller to Company to be cancelled.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.33.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) original stock certificates representing all four (4) duly executed counterparts of an assignment of the Shares, endorsed Subject Interest (the “Assignment Agreement”) in blank or accompanied by duly executed assignment documentssubstantially the form attached hereto as Exhibit B; (b) certificates as to legal existence and good standing from the appropriate Governmental Authoritiesfour (4) originals of a certificate duly executed by an Authorized Officer of Seller, dated on or about as of the Closing Date, as to certifying on behalf of Seller that the Company conditions set forth in Sections 7.2(a) and Seller and qualification to do business in the jurisdictions in which it operates as to the Company7.2(b) have been fulfilled; (c) certified four (4) originals of a certificate duly executed by the secretary or any assistant secretary of the general partner of Seller, dated as of the Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of (A) the certificate of formation and agreement of limited partnership of Seller, as in effect as of the Closing, (B) the resolutions of the board of directors of the general partner of Seller approving authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated in this Agreementhereby, and authorizing (C) any required approval by the transfer partners of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller the incumbency of each officer of the Shares from general partner of Seller executing this Agreement or any document delivered in connection with the Seller to the Purchaser as contemplated in this AgreementClosing; (d) four (4) originals of an officer’s executed certificate described in Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller is not a form reasonably satisfactory to Purchaser to foreign person within the effect that each meaning of the conditions set forth in Section 6.2 is satisfied in all respectsCode; (e) an original of a resolution documents in form and substance reasonably satisfactory to Purchaser evidencing the release of the Board of Directors of the Company terminating, rescinding and canceling all powers of attorney previously issued by the Company authorizing Persons to act Encumbrance listed on behalf of the CompanySchedule 4.6; (f) an original executed letter of resignation of the resignation Manager (as defined in the LLC Agreement) appointed to the board of each member of the Board of Directors of the CompanyManagers by Seller, which shall include such member’s waiver of all claims against the Company;in form and substance reasonably acceptable to Purchaser; and (g) an original any other agreements, instruments or documents that are required by the terms of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant this Agreement under Article 7 to any of the Contracts, and all subcommittees of each such committee; (h) written evidence reasonably satisfactory be delivered by Seller to Purchaser of the appointment or as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified otherwise reasonably requested by Purchaser to Seller at least ten (10) Business Days prior to consummate the Closing Date, with such appointments to be effective as of Closing; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 of the Disclosure Schedule, or any of the preferential purchase rights disclosed in Section 3.13 of the Disclosure Schedule; (k) the corporate books and records of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnity, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or Seller to Company to be cancelledtransactions contemplated hereby.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.38.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) original stock certificates representing all Counterparts of the Sharesvarious Partial Assignments and Bxxx of Sale for each county or parish in the form attached hereto as Exhibit G, endorsed in blank or accompanied by duly executed assignment documentsand acknowledged by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) certificates as 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 legal existence and good standing from the allow recording in all appropriate Governmental Authorities, dated on or about the Closing Date, as to the Company and Seller and qualification to do business in the jurisdictions in which it operates as to the Companyoffices; (c) certified copies Executed certificates described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the resolutions of the board of directors of the Seller approving the transactions contemplated in this Agreement, and authorizing the transfer of the Shares from the Seller to the Purchaser as contemplated in this AgreementCode; (d) an officer’s certificate in a form reasonably satisfactory to Purchaser Letters-in-lieu of transfer orders with respect to the effect that each of the conditions set forth in Section 6.2 is satisfied in all respectsProperties duly executed by Seller; (e) an original A certificate duly executed by the secretary or any assistant secretary (or other authorized officer) of a resolution Seller, dated as of the Board of Directors of the Company terminatingClosing, rescinding (i) attaching and canceling all powers of attorney previously issued by the Company authorizing Persons to act certifying on behalf of Seller its right to execute, deliver, and perform this Agreement and the Companytransactions 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 Closing; (f) an original Where notices of the resignation approval are received by Seller pursuant to a filing or application under Section 7.6, copies of each member those notices of the Board of Directors of the Company, which shall include such member’s waiver of all claims against the Companyapproval; (g) an original Any other forms required by any Governmental Authority relating to the assignments of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committeeAssets; (h) written evidence reasonably satisfactory Releases of any liens as reported by Purchaser to Purchaser of the appointment as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of ClosingSeller; (i) an original Counterparts of the Company’s notices of appointment of each replacement memberFinal Participation Agreement, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified duly executed by Purchaser to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of ClosingSeller; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 Counterparts of the Disclosure ScheduleJOA, or any of the preferential purchase rights disclosed in Section 3.13 of the Disclosure Scheduleduly executed by Seller; (k) the corporate books and records Termination of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnityinitial Participation Agreement and JOA, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or Seller to Company to be cancelledduly executed by Seller.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) original stock certificates representing all A duly executed share transfer form for transfer of the Shares, endorsed in blank or accompanied by duly executed assignment documentsShares to Purchaser; (b) certificates as to legal existence Resignations of the directors and good standing from officers of the appropriate Governmental AuthoritiesCompany, dated on or about the Closing Date, as to including a confirmation by each of them that he(she) has no claim against the Company and Seller and qualification to do business in the jurisdictions in which it operates as to the Companyfor compensation for loss of office or termination of employment; (c) certified copies A certificate duly executed by an authorized corporate officer of Seller, dated as of the resolutions Closing, certifying on behalf of the board of directors of the Seller approving the transactions contemplated in this Agreement, and authorizing the transfer of the Shares from the Seller to the Purchaser as contemplated in this Agreement; (d) an officer’s certificate in a form reasonably satisfactory to Purchaser to the effect that each of the conditions set forth in Section 6.2 is satisfied in all respects;Sections 6.2(a) and 6.2(b) have been fulfilled; and (ed) an original A certificate duly executed by the secretary or any assistant secretary of a resolution Seller, dated as of the Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of (A) the certificate of incorporation and the bylaws of Seller, each as in effect as of the Closing, (B) the resolutions of the Board of Directors of Seller authorizing the Company terminatingexecution, rescinding delivery, and canceling all powers performance by Seller of attorney previously issued this Agreement and the consummation of the transactions contemplated hereby, and (C) any required approval by the Company authorizing Persons to act stockholders of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller the Company; (f) an original of the resignation incumbency of each member officer of the Board of Directors of the Company, which shall include such member’s waiver of all claims against the Company; (g) an original of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee; (h) written evidence reasonably satisfactory to Purchaser of the appointment as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified by Purchaser to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 of the Disclosure Schedule, executing this Agreement or any of document delivered in connection with the preferential purchase rights disclosed in Section 3.13 of the Disclosure Schedule; (k) the corporate books and records of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnity, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or Seller to Company to be cancelledClosing.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) original stock certificates representing all A duly executed counterpart of the Shares, endorsed in blank or accompanied by duly executed assignment documentsAssignment of Membership Interests; (b) certificates as to legal existence and good standing from Resignations of the appropriate Governmental Authorities, dated on or about the Closing Date, as to managers of the Company and the Subsidiaries that were appointed by Seller under the LLC Agreement from their position as manager of such Company or any such Subsidiary, effective on or before the Closing with mutual releases of all claims against one another; provided, that such release by the managers shall exclude (i) rights to indemnification under any provisions of the limited liability company agreement, certificate of formation, or other governing documents of the Acquired Companies, (ii) payment and qualification other benefits to do business in the jurisdictions in which it operates such manager is entitled to as an employee under agreements, at-will arrangements or any Employee Plan; and (iii) rights relating to the Companyany other terms of employment, or to director and officer insurance; (c) certified A duly executed counterpart of the agreement in the form and substance attached hereto as Exhibit D, which shall terminate or otherwise modify certain JV Agreements, (the “Termination Agreement”); (d) 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; (e) A certificate duly executed by an officer of Seller, dated as of the Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of the written consents or resolutions of the board of directors managers and/or managing member of Seller authorizing the Seller approving execution, delivery, and performance of this Agreement and the transactions contemplated in this Agreementhereby, and authorizing the transfer of the Shares from the Seller to the Purchaser as contemplated in this Agreement; (dii) an officer’s certificate in a form reasonably satisfactory to Purchaser to the effect that each of the conditions set forth in Section 6.2 is satisfied in all respects; (e) an original of a resolution of the Board of Directors of the Company terminating, rescinding and canceling all powers of attorney previously issued by the Company authorizing Persons to act certifying on behalf of Seller the Companyincumbency of each officer of Seller executing this Agreement or any document delivered in connection with the Closing; (f) an original A duly executed counterpart of a Restated Management Services Agreement in the resignation form of each member of the Board of Directors of the Company, which shall include such member’s waiver of all claims against the CompanyExhibit F; (g) an original An executed termination statement that terminates and/or cancels the UCC Financing Statement filed on May 28, 2013, with the Delaware Department of the notices State in favor of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee;Seller; and (h) written evidence All other documents and instruments reasonably satisfactory to Purchaser of the appointment as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified by Purchaser to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 of the Disclosure Schedule, or any of the preferential purchase rights disclosed in Section 3.13 of the Disclosure Schedule; (k) the corporate books and records of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnity, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or required from Seller to Company transfer the Interests to be cancelledPurchaser.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.33.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, Purchaser the following: (a) original stock certificates representing all four (4) duly executed counterparts of an assignment of the Shares, endorsed Subject Interest (the “Assignment Agreement”) in blank or accompanied by duly executed assignment documentssubstantially the form attached hereto as Exhibit B; (b) certificates as to legal existence and good standing from the appropriate Governmental Authoritiesfour (4) originals of a certificate duly executed by an Authorized Officer of Seller, dated on or about as of the Closing Date, as to certifying on behalf of Seller that the Company conditions set forth in Sections 7.2(a) and Seller and qualification to do business in the jurisdictions in which it operates as to the Company7.2(b) have been fulfilled; (c) certified four (4) originals of a certificate duly executed by the secretary or any assistant secretary of the general partner of Seller, dated as of the Closing Date, (i) attaching and certifying on behalf of Seller complete and correct copies of (A) the certificate of formation and agreement of limited partnership of Seller, as in effect as of the Closing, (B) the resolutions of the board of directors of the general partner of Seller approving authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated in this Agreementhereby, and authorizing (C) any required approval by the transfer partners of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller the incumbency of each officer of the Shares from general partner of Seller executing this Agreement or any document delivered in connection with the Seller to the Purchaser as contemplated in this AgreementClosing; (d) four (4) originals of an officer’s executed certificate described in Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller is not a form reasonably satisfactory to Purchaser to foreign person within the effect that each meaning of the conditions set forth in Section 6.2 is satisfied in all respectsCode; (e) an original of a resolution documents in form and substance reasonably satisfactory to Purchaser evidencing the release of the Board of Directors of the Company terminating, rescinding and canceling all powers of attorney previously issued by the Company authorizing Persons to act Encumbrance listed on behalf of the CompanySchedule 4.6; (f) an original executed letter of resignation of the resignation Manager (as defined in the LLC Agreement) appointed to the board of each member of the Board of Directors of the CompanyManagers by Seller, which shall include such member’s waiver of all claims against the Company;in form and substance reasonably acceptable to Purchaser; and (g) an original any other agreements, instruments or documents that are required by the terms of the notices of resignation of each member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant this Agreement under Article 7 to any of the Contracts, and all subcommittees of each such committee; (h) written evidence reasonably satisfactory be delivered by Seller to Purchaser of the appointment or as new members of the Board of Directors of the Company of such Persons that Purchaser shall have identified in written notice to Seller at least ten (10) Business Days prior to the Closing Date, with such appointments to be effective as of Closing; (i) an original of the Company’s notices of appointment of each replacement member, representative, alternate representative or other appointee, as applicable, of the Company on all committees formed pursuant to any of the Contracts, and all subcommittees of each such committee, in each case as notified otherwise reasonably requested by Purchaser to Seller at least ten (10) Business Days prior to consummate the Closing Date, with such appointments to be effective as of Closing; (j) a copy of each consent or waiver of preferential purchase rights made by the holders of any consent rights disclosed in Section 3.4 of the Disclosure Schedule, or any of the preferential purchase rights disclosed in Section 3.13 of the Disclosure Schedule; (k) the corporate books and records of the Company; (l) written evidence reasonably satisfactory to Purchaser of the termination of any tax indemnity, sharing, allocation or similar agreement or arrangement between Seller and/or any of its Affiliates and the Company; and (m) written evidence reasonably satisfactory to Purchaser that Seller and the Company have caused all intercompany obligations of the Company to Seller or Seller to Company to be cancelledtransactions contemplated hereby.