Obligations of Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Sellers shall deliver or cause to be delivered to Purchaser (or its wholly-owned Affiliate that (i) has been designated in writing to Sellers at least ten (10) days prior to Closing and (ii) that satisfies the requirements of Section 5.10), among other things, the following:
(a) Conveyances of the Assets in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Conveyances”), duly executed by Sellers, 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;
(b) Assignments in form required by federal, state or tribal agencies for the assignment of any federal, state or tribal Oil and Gas Properties, duly executed by the applicable Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
(c) Executed certificates in the form attached hereto as Exhibit C attached hereto as required in Treasury Regulation § 1.1445-2(b)(2);
(d) Letters-in-lieu of transfer orders with respect to the Oil and Gas Properties duly executed by the applicable Seller in the form attached hereto as Exhibit D;
(e) A certificate duly executed by an authorized corporate officer of each Seller, dated as of the 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;
(f) Counterparts of a transition services agreement between Sellers and Purchaser in the form attached hereto as Exhibit E (“Transition Agreement”), duly executed by Opco;
(g) With respect to Xxxxx operated by Seller, executed Texas Railroad Commission form P-4s, designating Purchaser (or such Third Party as may have been selected as operator under any applicable Contract) as operator of such Xxxxx;
(h) Release of all Liens (other than Permitted Liens) burdening the Assets that secure any obligations or indebtedness for borrowed money, including all such Liens securing obligations or indebtedness under the Credit Agreement;
(i) a favorable opinion of Xxxxxxxxx & Xxxxxxxx LLP or such other counsel reasonably satisfactory to Purchaser, opining that (i) each Seller has the limited liability company power and authority to enter into and perform this Agreement (and all documents required to be executed and delivered by such Seller ...
Obligations of Sellers at Closing. At Closing, Sellers shall deliver or cause to be delivered to Purchaser the following in a form and substance reasonably satisfactory to Purchaser:
Obligations of Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser and Parent of their respective obligations pursuant to Section 8.3, Sellers shall deliver or cause to be delivered to Purchaser and Parent, as applicable, the following:
(a) counterparts of an assignment of the Acquired Interests in the form attached hereto as Exhibit B (the “Assignment of Acquired Interest”), duly executed by Sellers;
(b) a certificate duly executed by an authorized corporate officer of each Seller, dated as of the 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;
(c) a certificate duly executed by an authorized corporate officer of the Company, dated as of the Closing, certifying on behalf of the Company that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled;
(d) a certificate duly executed by the secretary or any assistant secretary of each Seller, dated as of the Closing, (i) attaching and certifying on behalf of such Seller complete and correct copies of (A) the Organizational Documents of such Seller, each as in effect as of the Closing, (B) the resolutions of the Board of Directors or other governing body of such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby, and (C) any required approval by the stockholders or members, as applicable, of such Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of such Seller the incumbency of each officer of such Seller executing this Agreement or any document delivered in connection with the Closing;
(e) a certificate duly executed by the secretary or any assistant secretary of the Company, dated as of the Closing, (i) attaching and certifying on behalf of the Company complete and correct copies of (A) the Organizational Documents of the Company, each as in effect as of the Closing, (B) the resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (C) any required approval by the stockholders or members, as applicable, of the Company of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of the Company incumbency of each officer of the Comp...
Obligations of Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, each Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:
(a) The Preliminary Settlement Statement, executed by such Seller;
(b) An Assignment of the Subject Securities in the form attached hereto as Exhibit B (“Subject Securities Assignment”), duly executed by Noble Holdings;
(c) Conveyances of the Asset Seller Assets in the forms attached hereto as Exhibit C (the “Asset Conveyances”), duly executed by such Seller, in sufficient duplicate originals to allow 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 Mineral Interests, duly executed by such Seller, in sufficient duplicate originals to allow recording in all appropriate offices;
Obligations of Sellers at Closing. Sellers shall deliver the following to Buyer at the Closing, unless waived by Buyer:
(a) A conveyance of all of each Seller’s right, title and interests substantially in the form and content of the Assignment. Such instrument shall be acknowledged and executed in multiple originals, and the same shall be subject to any and all existing farmout agreements, unit agreements, gas purchase or sale contracts, as well as all other agreements affecting the Properties;
(b) To the extent they are obtained, evidence that all consents, approvals, and authorizations prerequisite to the sale and conveyance of the Properties, as well as evidence of waiver of any preferential purchase rights applicable to the Properties, have been obtained;
(c) Letters-in-lieu of division orders or transfer orders required under Article 3.1.
Obligations of Sellers at Closing. At the Closing, Sellers shall --------------------------------- deliver, or cause MCN to deliver to IMS, the following:
(a) Signed resignations, dated the date of Closing, of each person serving as an officer of MCN;
(b) Signed resignations, dated the date of Closing, of each person serving as a director of MCN as a representative of, or at the request of, Sellers (it being understood by Sellers and IMS that persons serving as directors of MCN at the request of, or representing, IMS shall not resign); and
(c) Certificates representing the Shares, representing Ten Thousand Two Hundred (10,200) shares of common stock of MCN, duly endorsed for transfer or accompanied by duly executed stock powers.
Obligations of Sellers at Closing. At the Closing, Sellers shall deliver to the Buyers the following:
Obligations of Sellers at Closing. At the Closing, and unless otherwise waived in writing by the Buyer:
(a) Sellers shall deliver to Buyer a fully executed, general xxxx of sale for all of the Assets in the forms attached as Exhibit X-0, Xxxxxxx X-0, and Exhibit C-1.
(b) Each Seller shall deliver to Buyer a resolution duly adopted by each of Seller’s shareholders and directors authorizing the sale of all or substantially all of the Seller’s assets and authorizing the transaction contemplated by this Agreement;
(c) Each Seller shall deliver to Buyer a certificate of existence and good standing from the Secretary of the State of Georgia, dated the most recent practical date prior to Closing;
(d) APC shall deliver to Buyer a fully signed Sublease for the Xxxxxxxxx Restaurant location in the form attached as Exhibit B-2;
(e) ARI and APC shall deliver to Buyer all documents necessary to effect a transfer of the liquor license for the Madison Restaurant and Xxxxxxxxx Restaurant locations;
(f) Franchising shall deliver to Buyer a fully executed Assignment and Assumption of Franchise Agreements in the form attached as Exhibit C-2; and
(g) Sellers shall deliver to Buyer such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated by this Agreement.
Obligations of Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchasers of their obligations pursuant to Section 10.3, each Seller shall deliver or cause to be delivered to Purchasers, among other things, the following:
(a) The Preliminary Settlement Statement, duly executed by such Seller;
(b) An assignment of the Subject Securities in the form attached hereto as Exhibit B (the “Assignment”), duly executed by such Seller;
(c) An 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 C, duly executed by such Seller (or, if such Seller is classified as an entity disregarded as separate from another Person, executed by such Person);
(d) The resignation or removal (effective no later than Closing) of all managers, officers and directors, as applicable, of each member of the Subject Company Group;
(e) A certificate duly executed by an authorized officer of such Seller, dated as of the Closing, certifying on behalf of such Seller that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled;
Obligations of Sellers at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, Sellers shall deliver or cause to be delivered to Purchaser, among other things, the following:
(a) the Conveyance, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Sellers;
(b) assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, duly executed by Sellers;
(c) letters-in-lieu of division or transfer orders covering the Assets that are prepared and provided by Purchaser and reasonably satisfactory to Sellers to reflect the transactions contemplated hereby, duly executed by Sellers;
