Common use of Obligations of Sellers at Closing Clause in Contracts

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 at Closing) and to consummate the transactions contemplated by this Agreement (and such documents), (ii) this Agreement and all documents required hereunder to be executed and delivered by each Seller at Closing have been duly executed and delivered by each Seller, (iii) this Agreement and all documents required to be executed and delivered by each Seller at Closing have been authorized by all necessary limited liability company action by the members or managers of each such Seller and (iv) the execution, delivery and performance of this Agreement by each Seller, and the consummation of the transactions contemplated by this Agreement do not violate any provision of the limited liability company agreement or operating agreement, as applicable, of such Seller; and (j) All other documents and instruments reasonably requested by Purchaser from Sellers that are necessary to transfer the Assets 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 of its obligations pursuant to Section 8.37.3, Sellers shall deliver deliver, or cause to be delivered 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)Purchaser, among other things, the following: (a) Conveyances an instrument of assignment of, and assumption by Purchaser of, the Assets Shares, in substantially the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Conveyances”)A, 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, a duly executed by counterpart to the applicable Escrow Agreement and the Transition Services Agreement from each Seller, in sufficient duplicate originals to allow recording in all appropriate offices; (c) Executed certificates a duly executed counterpart to the Commercial Agreement executed by Xxx; (d) an executed certificate from each Seller, dated as of the Closing Date, in the form attached hereto as Exhibit C attached hereto as required and substance described in Treasury Regulation § 1.1445-2(b)(2); (d) Letters-in-lieu certifying that such Seller is not a foreign person as defined in Section 1445 of transfer orders with respect to the Oil and Gas Properties duly executed by the applicable Seller in the form attached hereto as Exhibit DCode; (e) A copies of the third party consents listed in Schedule 7.2(e), each of which consent shall be in full force and effect and in form and substance reasonably acceptable to Purchaser; (f) a certificate from each Seller duly executed by an authorized corporate officer of each such Seller, dated as of the Closing, certifying on behalf of such Seller that the conditions set forth in Section 7.2(aSections 6.2(a) and Section 7.2(b6.2(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 Opcofulfilled with respect to such Seller; (g) With respect to Xxxxx operated a certificate from each Seller duly executed by the secretary, assistant secretary, or other authorized officer of each Seller, executed Texas Railroad Commission form P-4sdated as of the Closing, designating Purchaser (or such Third Party as may have been selected as operator under any applicable Contracti) as operator attaching and certifying on behalf of such XxxxxSeller complete and correct copies of (A) the certificate of formation or incorporation, By-laws or limited liability company operating agreement, and other applicable organizational documents of such Seller, each as in effect as of the Closing, (B) the resolutions of the managers, Board of Directors, or other equivalent 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 members 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; (h) Release where notices of all Liens (other than Permitted Liens) burdening the Assets that secure any obligations approval, consent, or indebtedness for borrowed moneywaiver are received by Sellers pursuant to a filing or application under Section 5.5, including all such Liens securing obligations or indebtedness under the Credit Agreementcopies of those notices of approval; (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 at Closing) and to consummate the transactions contemplated by this Agreement (and such documents), (ii) this Agreement and all documents required hereunder to be executed and delivered by each Seller at Closing have been duly executed and delivered by each Seller, (iii) this Agreement and all documents required to be executed and delivered by each Seller at Closing have been authorized by all necessary limited liability company action by the members or managers of each such Seller and (iv) the execution, delivery and performance of this Agreement by each Seller, and the consummation evidence of the transactions contemplated releases and consents required by this Agreement do not violate any provision of the limited liability company agreement or operating agreement, as applicable, of such SellerSection 5.8; and (j) All all other documents instruments, documents, and instruments other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Purchaser from Sellers that are necessary to transfer Purchaser; provided, however, none of the Assets to Purchaserforegoing will expand or increase or diminish or decrease any representations, warranties, or other liabilities of any Seller expressly provided under this Agreement, or further decrease or increase any limitations, restrictions, or disclaimers for the benefit of each Seller, as expressly provided under 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 Purchaser of its obligations pursuant to Section 8.3, Sellers each Seller 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)Purchaser, among other things, the following: (a) Conveyances The Preliminary Settlement Statement, executed by such Seller; (b) An Assignment of the Assets Subject Securities in the form attached hereto as Exhibit B-1 and B (“Subject Securities Assignment”), duly executed by Noble Holdings; (c) Conveyances of the Asset Seller Assets in the forms attached hereto as Exhibit B-2 C (the “Asset Conveyances”), duly executed by Sellerssuch Seller, in sufficient duplicate originals to allow, with respect to the Conveyances in the form described on Exhibit B-1, allow recording in all appropriate jurisdictions and offices; (bd) Assignments in form the forms required by federal, state state, or tribal agencies for the assignment of any federal, state state, or tribal Oil and Gas PropertiesMineral Interests, duly executed by the applicable such Seller, in sufficient duplicate originals to allow recording in all appropriate offices; (ce) Executed certificates 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 attached hereto as required in Treasury Regulation § 1.1445-2(b)(2)D; (df) Letters-in-lieu of transfer orders with respect to the Oil Mineral Interests and Gas Properties Xxxxx duly executed by the applicable such Seller in the form attached hereto as Exhibit DE; (eg) 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; (fh) Counterparts Letters of a transition services agreement between Sellers resignation of each member of the board of managers of Samedan and Purchaser in each officer of the form attached hereto as Exhibit E (“Transition Agreement”)Samedan Group, duly executed by Opco; (g) With respect to Xxxxx operated by Seller, executed Texas Railroad Commission form P-4s, designating Purchaser (such manager 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 at Closing) and to consummate the transactions contemplated by this Agreement (and such documents), (ii) this Agreement and all documents required hereunder to be executed and delivered by each Seller at Closing have been duly executed and delivered by each Seller, (iii) this Agreement and all documents required to be executed and delivered by each Seller at Closing have been authorized by all necessary limited liability company action by the members or managers of each such Seller and (iv) the execution, delivery and performance of this Agreement by each Seller, and the consummation of the transactions contemplated by this Agreement do not violate any provision of the limited liability company agreement or operating agreementofficer, as applicable, of such Seller; and (ji) All other documents and instruments reasonably requested by Purchaser from Sellers that are necessary to transfer the Asset Seller Assets and Subject Securities to PurchaserPurchaser or the Subject Securities to Purchaser or to consummate any other transactions contemplated by this Agreement.