Seller’s Closing Actions and Deliveries. Immediately prior to the Closing, the Seller shall (i) cause each member of the Company Group, other than the Partially-Owned Subsidiaries, to distribute or otherwise dividend to Seller or one of its Affiliates (other than a member of the Company Group) any cash held by such member of the Company Group and (ii) cause each member of the Company Group to make such payments as are necessary to satisfy and discharge in full the Indebtedness of the Company Group as of the close of business on the Closing Date, in each case in accordance with the Pay-Off Letters. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer: 1.4.1 The New Commercial Agreements, duly executed by Seller and its Affiliates contemplated to be party thereto (including for these purposes the Company Group); 1.4.2 An assignment agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit B (the “Unit Assignment”), duly executed by the Seller, evidencing the assignment and transfer to the Buyer of the Units, free and clear of all Liens and such other instruments of conveyance as the Buyer may reasonably request; 1.4.3 An assignment and assumption agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by the Seller and the other parties thereto, evidencing the assignment and transfer of (i) the Transferred Assets to the appropriate member of the Company Group and (ii) (a) the Excluded Assets, (b) the Excluded Liabilities and (c) the Excluded Entities, to an Affiliate of Seller (other than a member of the Company Group), without any Liability of the Company Group; 1.4.4 A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that Chesapeake Operating, Inc., an Oklahoma corporation, and the owner of all of the outstanding equity of the Seller, a disregarded entity for U.S. federal income tax purposes, is neither a foreign person nor a disregarded entity for U.S. federal income tax purposes; 1.4.5 Good standing certificates (or equivalent documents), dated within ten Business Days of the Closing, for each member of the Company Group issued by each entity’s State of formation; 1.4.6 A certificate of the Seller signed by an officer of the Seller: (a) certifying that the conditions set forth in Sections 6.2.1, 6.2.2, 6.2.3, 6.2.4, and 6.2.5 have been satisfied, and (b) certifying and attaching all requisite resolutions or actions of the Seller and its Affiliates approving the execution, delivery and performance of this Agreement and the other Transaction Documents, and certifying the incumbency and signatures of the Representatives of each Person executing documents pursuant to this Agreement; 1.4.7 All of the Consents listed on Schedule 1.4.7; 1.4.8 Resignation letters of each of such officers, directors and managers of the members of the Company Group as are set forth on Schedule 1.4.8; 1.4.9 The Transition Agreements, dated as of the Closing Date, that are substantially in the form attached hereto as Exhibits X-0, X-0 and D-3, each duly executed by the Seller Parties party thereto; 1.4.10 A Termination Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit E (the “Termination Agreement”), duly executed by each applicable party thereto that constitutes a Seller Party or Chesapeake Entity; 1.4.11 A Guarantee of the respective obligations of each Seller Party and Chesapeake Entity (other than any member of the Company Group) under the Transaction Documents and the Contracts listed on Schedule 1.4.11 (the “Seller Guaranty”), dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit F, duly executed by the Seller Guarantor; 1.4.12 A Master Recoupment, Integration and Set-Off Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit G (the “Master Set-Off Agreement”), duly executed by the Seller Parties party thereto; 1.4.13 Evidence reasonably satisfactory to Buyer of the releases or terminations contemplated by Section 4.18 and the Pay-Off Letters, including the deliverables referenced on Schedule 1.4.13; 1.4.14 An MICP Assumption Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit J (the “MICP Assumption Agreement”), duly executed by the Seller Parties party thereto; 1.4.15 The Firm Transportation ROFR Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit M (the “Transportation Agreement”), duly executed by the Seller Parties party thereto; 1.4.16 The Non-Solicitation Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit O (the “Non-Solicitation Agreement”), duly executed by the Seller Parties party thereto; and 1.4.17 Such other documents and instruments that are reasonably necessary to consummate this Agreement and requested by the Buyer.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Chesapeake Energy Corp), Unit Purchase Agreement (Access Midstream Partners Lp)
Seller’s Closing Actions and Deliveries. Immediately prior to the Closing, the Seller shall (i) cause each member of the Company Group, other than the Partially-Owned Subsidiaries, to distribute or otherwise dividend to Seller or one of its Affiliates (other than a member of the Company Group) any cash held by such member of the Company Group and (ii) cause each member of the Company Group to make such payments as are necessary to satisfy and discharge in full the Indebtedness of the Company Group as of the close of business on the Closing Date, in each case in accordance with the Pay-Off Letters. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
1.4.1 The New Commercial Agreements, duly executed by Seller and its Affiliates contemplated to be party thereto (including for these purposes the Company Group);
1.4.2 An assignment agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit B (the “Unit Assignment”), duly executed by the Seller, evidencing the assignment and transfer to the Buyer of the Units, free and clear of all Liens and such other instruments of conveyance as the Buyer may reasonably request;
1.4.3 An assignment and assumption agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by the Seller and the other parties thereto, evidencing the assignment and transfer of (i) the Transferred Assets to the appropriate member of the Company Group and (ii) (a) the Excluded Assets, (b) the Excluded Liabilities and (c) the Excluded Entities, to an Affiliate of Seller (other than a member of the Company Group), without any Liability of the Company Group;
1.4.4 A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that Chesapeake Operating, Inc., an Oklahoma corporation, and the owner of all of the outstanding equity of the Seller, a disregarded entity for U.S. federal income tax purposes, is neither a foreign person nor a disregarded entity for U.S. federal income tax purposes;
1.4.5 Good standing certificates (or equivalent documents), dated within ten Business Days of the Closing, for each member of the Company Group issued by each entity’s State of formation;
1.4.6 A certificate of the Seller signed by an officer of the Seller: (a) certifying that the conditions set forth in Sections 6.2.1, 6.2.2, 6.2.3, 6.2.4, and 6.2.5 have been satisfied, and (b) certifying and attaching all requisite resolutions or actions of the Seller and its Affiliates approving the execution, delivery and performance of this Agreement and the other Transaction Documents, and certifying the incumbency and signatures of the Representatives of each Person executing documents pursuant to this Agreement;
1.4.7 All of the Consents listed on Schedule 1.4.7;
1.4.8 Resignation letters of each of such officers, directors and managers of the members of the Company Group as are set forth on Schedule 1.4.8;
1.4.9 The Transition Agreements, dated as of the Closing Date, that are substantially in the form attached hereto as Exhibits X-0Xxxxxxxx X- 0, X-0 and D-3, each duly executed by the Seller Parties party thereto;
1.4.10 A Termination Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit E (the “Termination Agreement”), duly executed by each applicable party thereto that constitutes a Seller Party or Chesapeake Entity;
1.4.11 A Guarantee of the respective obligations of each Seller Party and Chesapeake Entity (other than any member of the Company Group) under the Transaction Documents and the Contracts listed on Schedule 1.4.11 (the “Seller Guaranty”), dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit F, duly executed by the Seller Guarantor;
1.4.12 A Master Recoupment, Integration and Set-Off Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit G (the “Master Set-Off Agreement”), duly executed by the Seller Parties party thereto;
1.4.13 Evidence reasonably satisfactory to Buyer of the releases or terminations contemplated by Section 4.18 and the Pay-Off Letters, including the deliverables referenced on Schedule 1.4.13;
1.4.14 An MICP Assumption Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit J (the “MICP Assumption Agreement”), duly executed by the Seller Parties party thereto;
1.4.15 The Firm Transportation ROFR Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit M (the “Transportation Agreement”), duly executed by the Seller Parties party thereto;
1.4.16 The Non-Solicitation Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit O (the “Non-Solicitation Agreement”), duly executed by the Seller Parties party thereto; and
1.4.17 Such other documents and instruments that are reasonably necessary to consummate this Agreement and requested by the Buyer.
Appears in 1 contract
Samples: Unit Purchase Agreement
Seller’s Closing Actions and Deliveries. Immediately prior to the Closing, the Seller shall (i) cause each member of the Company Group, other than the Partially-Owned Subsidiaries, to distribute or otherwise dividend to Seller or one of its Affiliates (other than a member of the Company Group) any cash held by such member of the Company Group and (ii) cause each member of the Company Group to make such payments as are necessary to satisfy and discharge in full the Indebtedness of the Company Group as of the close of business on the Closing Date, in each case in accordance with the Pay-Off Letters. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
1.4.1 The New Commercial Agreements, duly executed by Seller and its Affiliates contemplated to be party thereto (including for these purposes the Company Group);
1.4.2 An assignment agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit B (the “Unit Assignment”), duly executed by the Seller, evidencing the assignment and transfer to the Buyer of the Units, free and clear of all Liens and such other instruments of conveyance as the Buyer may reasonably request;
1.4.3 An assignment and assumption agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by the Seller and the other parties thereto, evidencing the assignment and transfer of (i) the Transferred Assets to the appropriate member of the Company Group and (ii) (a) the Excluded Assets, (b) the Excluded Liabilities and (c) the Excluded Entities, to an Affiliate of Seller (other than a member of the Company Group), without any Liability of the Company Group;
1.4.4 A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that Chesapeake Operating, Inc., an Oklahoma corporation, and the owner of all of the outstanding equity of the Seller, a disregarded entity for U.S. federal income tax purposes, is neither a foreign person nor a disregarded entity for U.S. federal income tax purposes;
1.4.5 Good standing certificates (or equivalent documents), dated within ten Business Days of the Closing, for each member of the Company Group issued by each entity’s State of formation;
1.4.6 A certificate of the Seller signed by an officer of the Seller: (a) certifying that the conditions set forth in Sections 6.2.1, 6.2.2, 6.2.3, 6.2.4, and 6.2.5 have been satisfied, and (b) certifying and attaching all requisite resolutions or actions of the Seller and its Affiliates approving the execution, delivery and performance of this Agreement and the other Transaction Documents, and certifying the incumbency and signatures of the Representatives of each Person executing documents pursuant to this Agreement;
1.4.7 All of the Consents listed on Schedule 1.4.7;
1.4.8 Resignation letters of each of such officers, directors and managers of the members of the Company Group as are set forth on Schedule 1.4.8;
1.4.9 The Transition Agreements, dated as of the Closing Date, that are substantially in the form attached hereto as Exhibits X-0, X-0 and D-3, each duly executed by the Seller Parties party thereto;
1.4.10 A Termination Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit E (the “Termination Agreement”), duly executed by each applicable party thereto that constitutes a Seller Party or Chesapeake Entity;
1.4.11 A Guarantee of the respective obligations of each Seller Party and Chesapeake Entity (other than any member of the Company Group) under the Transaction Documents and the Contracts listed on Schedule 1.4.11 (the “Seller Guaranty”), dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit F, duly executed by the Seller Guarantor;
1.4.12 A Master Recoupment, Integration and Set-Off Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit G (the “Master Set-Off Agreement”), duly executed by the Seller Parties party thereto;
1.4.13 Evidence reasonably satisfactory to Buyer of the releases or terminations contemplated by Section 4.18 and the Pay-Off Letters, including the deliverables referenced on Schedule 1.4.13;
1.4.14 An MICP Assumption Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit J (the “MICP Assumption Agreement”), duly executed by the Seller Parties party thereto;
1.4.15 The Firm Transportation ROFR Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit M (the “Transportation Agreement”), duly executed by the Seller Parties party thereto;
1.4.16 The Non-Solicitation Agreement, dated as of the Closing Date, that is substantially in the form attached hereto as Exhibit O (the “Non-Solicitation Agreement”), duly executed by the Seller Parties party thereto; and
1.4.17 Such other documents and instruments that are reasonably necessary to consummate this Agreement and requested by the Buyer.
Appears in 1 contract
Samples: Unit Purchase Agreement
