Payment on the Closing Date. (a) Not less than three (3) Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Estimate, and Seller Parent shall consider in good faith any such comments of Buyer. (b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein. (c) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at the Closing, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds to the bank account or accounts specified by Seller Parent in accordance with Section 4.2(a), (i) to Seller Parent an amount equal to the outstanding principal and accrued and unpaid interest under the Intercompany Loans as of the Closing Date and (ii) to the Company an amount equal to the Estimated Purchase Price, less the amount paid to Seller Parent pursuant to the foregoing clause (i).
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Payment on the Closing Date. (a) Not less than three (3) Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Estimate, and Seller Parent shall consider in good faith any such comments of Buyer.
(b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein.
(c) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at At the Closing, Buyer shall pay, pay (or cause to be paid) the cash components of the Base Purchase Price as adjusted pursuant to Section 7.13, less the Deposit and the BLM Holdback, by wire transfer of immediately available funds to an account specified in writing by Sellers prior to the Closing Date.
(b) At Closing, unless the Applicable BLM Leases have been reinstated by the BLM, Buyer shall pay (or cause to be paid) to Sellers, to be held in escrow by the Escrow Agent, by bank account wire transfer of immediately available funds, a deposit in the amount of Five Million Eight Hundred Fifty Thousand and No/100 Dollars ($5,850,000.00) (the “BLM Holdback”), being equal to the Allocated Values of the three (3) Wxxxx affected by the BLM Matters (Cxxxx Xxxxxxxx Federal 3-17-20H, Nxxxxx Federal 3-18-19H, and Gxxx Marmalard Federal 3-28-33H) (such Wxxxx, being the “Applicable BLM Wxxxx”, and the corresponding Leases, being the “Applicable BLM Leases”). The BLM Holdback shall not be subject to any lien, attachment, trustee process or accounts specified any other judicial process of any creditor of Sellers or Buyer other than any validly perfected lien or attachment that existed as of the Sellers’ petition date or was granted pursuant to the Order of the Bankruptcy Court that approved Sellers' debtor-in-possession financing; provided that any such lien or attachment shall be solely to the extent of the Sellers’ (and not Buyer’s) interest in the BLM Holdback, and Buyer’s interest in the BLM Holdback shall be free and clear of any such lien, attachment, trustee process or any other judicial process of any creditor of Sellers or Buyer. At Closing, to the extent permitted by Seller Parent applicable Legal Requirements, Sellers shall assign to Buyer all of their right, title, and interest in accordance and to all Assets associated with Section 4.2(athe Applicable BLM Wxxxx other than the Applicable BLM Leases, which the Parties agree shall be retained by Sellers unless reinstated prior to Closing or as otherwise permitted by BLM. At Closing, in the event the Applicable BLM Leases have not been reinstated, Sellers shall engage Buyer as a subcontractor (pursuant to a mutually agreeable contract operating agreement in customary form) to undertake operating responsibilities therefor and Buyer will (i) perform as a subcontractor the obligations of Sellers as operator of the Applicable BLM Wxxxx, associated drilling spacing unit(s), and any other Assigned Leases and Interests included therein through reinstatement and be responsible for any costs and expenses related thereto, and (ii) receive any proceeds of production from such Applicable BLM Well(s) and any other rights under the Applicable BLM Leases as consideration for Buyer’s subcontractor services, in each case, to the extent permitted by the BLM and applicable Legal Requirements;. Within three (3) Business Days after reinstatement of the Applicable BLM Leases, (i) the Parties shall direct the Escrow Agent to Seller Parent an amount equal release the BLM Holdback to the outstanding principal and accrued and unpaid interest under the Intercompany Loans as of the Closing Date Sellers (or their assigns), and (ii) Sellers shall transfer the Applicable BLM Leases to Buyer and reasonably cooperate with Buyer as required by the BLM in order to complete the reinstatement and transfer of the Applicable BLM Leases to Buyer. However, in the event of a final, non-appealable Order from BLM that the Applicable BLM Leases cannot be reinstated, the Parties shall direct the Escrow Agent to release the BLM Holdback to Buyer. Buyer shall, and shall cause its employees to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Sellers to seek reinstatement of the Applicable BLM Wxxxx. For clarification, the BLM Holdback shall apply only to the Company an amount equal to Applicable BLM Leases and the Estimated Purchase Price, less the amount paid to Seller Parent pursuant to the foregoing clause (i)Applicable BLM Wxxxx.
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Payment on the Closing Date. (a) Not less than three (3) Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Estimate, and Seller Parent shall consider in good faith any such comments of Buyer.
(b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein.
(c) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IXArticle VII, at the Closing, .
(i) Buyer shall pay, or cause to be paid, pay the Cash Consideration by wire transfer of immediately available funds to the bank account or accounts specified by Seller; and
(ii) Buyer shall issue to Seller Parent or its designated Affiliate the Share Consideration.
(b) [Reserved.]
(c) In furtherance of, and not in accordance limitation of, any of Buyer’s obligations pursuant to this Agreement, Buyer shall keep Seller reasonably informed regarding the status of Buyer’s financing in connection with Section 4.2(athe transaction contemplated hereby and, on each of the Satisfaction Date and no less than three (3) Business Days prior to the Closing Date, inform Seller in writing of the total number of Additional Issued Buyer Common Shares expected to be issued on the Closing Date, if any, and the issue price of such shares.
(d) If, between the date of this Agreement and the Closing Date, the outstanding Buyer Common Shares shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or if Buyer declares or pays dividends (other than the quarterly dividend paid by Buyer consistent with past practice), an appropriate and proportionate adjustment shall be made to the Share Consideration.
(ie) If prior to the Closing Date the Buyer (other than pursuant to the Issuance, or any issuance of Buyer Common Shares pursuant to an employee benefits plan) issues new Buyer Common Shares (or other securities that are convertible into or exchangeable for or otherwise linked to Buyer Common Shares) at a purchase (or reference, implied, conversion, exchange or comparable) price per share of less than $8.10 (a “Dilutive Issuance”) then Buyer shall issue to Seller Parent at the Closing Date an amount equal to additional number of Buyer Common Shares (the outstanding principal and accrued and unpaid interest under the Intercompany Loans “Dilution Shares”) with an aggregate value as of the Closing Date and (iimeasured based on the average of the volume weighted average price per share for each of the twenty (20) NYSE trading day period ending three (3) Business Days prior to the Company an amount Closing Date) equal to the Estimated Purchase PriceDilution Amount. The “Dilution Amount” shall mean (x) the number of Buyer Common Shares issued (or that upon conversion or exchange would be issuable) as a result of such Dilutive Issuance, less multiplied by (y) the amount paid positive difference if any between $8.10 and the purchase (or reference, implied, conversion, exchange or comparable) price per share received by Buyer in such Dilutive Issuance, multiplied by (z) the percentage of the issued and outstanding share capital of Buyer represented by the Share Consideration as of the Closing Date (without taking into account any Dilution Shares issued to Seller Parent pursuant to the foregoing clause (ion such date).
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Payment on the Closing Date. At Closing
(a) Not less than three (3) Business Days prior to Buyer shall pay Sellers the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth Cash Payment by (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Estimate, and Seller Parent shall consider in good faith any such comments of Buyer.
(b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein.
(c) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at the Closing, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds to Pelu to the bank account or accounts specified in the United States and in an amount agreed to in writing by Seller Parent in accordance with Section 4.2(aCNU and Sellers’ Representative at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Pelu), (i) to Seller Parent ; provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the outstanding principal appraised value of the real property owned by Pelu as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, (ii) wire transfer of immediately available funds to Peluca to the account in the United States and accrued in an amount agreed to in writing by CNU and unpaid interest under Sellers’ Representative in writing to Buyer at least two business days prior to the Intercompany Loans as Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Peluca, it being understood that in no event will the aggregate amount allocated to Pelu and Peluca pursuant to clause (i) above and this clause (ii) exceed the amount of the Closing Date Cash Payment); provided that if CNU and (ii) to Sellers’ Representative do not so agree than the Company amount shall be an amount equal to the Estimated Purchase Price, less appraised value of the amount paid to Seller Parent pursuant real property owned by Peluca as specified in an appraisal thereof obtained by CNU at its expense prior to the foregoing clause Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (iii) wire transfer any balance of the Closing Date Cash Payment in immediately available funds to Sellers to the account(s) in the United States in the proportions specified by Sellers’ Representative in writing to Buyer at least two business days prior to the Closing, and (b) CNU shall issue and deliver to Sellers by (i)) depositing 1,500,000 of the CNU Shares (the “Escrow Shares”) into escrow with the Escrow Agent to be held and disbursed as provided in the Escrow Agreement, and (ii) delivering to Sellers, in the proportions specified to CNU in writing by the Sellers’ Representative not less than ten (10) business days prior to the Closing Date, certificates representing the balance of the CNU Shares.
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