Common use of Seller’s Closing Obligations Clause in Contracts

Seller’s Closing Obligations. At the Closing: (a) Seller shall execute, acknowledge and deliver to Buyer conveyances of the Properties (the “Conveyances”), in the forms attached hereto as Exhibit 9.2(a); (b) Seller shall deliver a copy of an appropriate authorization adopted by the governing body of Seller authorizing Seller to execute and deliver this Agreement and all related documents and instruments and to perform its obligations hereunder and thereunder; (c) Seller shall execute and deliver a certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and in the form attached as Exhibit 9.2(c); (d) Seller shall deliver (i) an original, executed, and acknowledged release in recordable form for the Seller Lien, to the extent applicable to the Properties, and (ii) evidence of the transfer of all Permits to Buyer, in each case, in forms reasonably acceptable to Buyer; (e) Seller shall deliver a certificate duly executed by an authorized corporate (or other entity) officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Sections 8.1(a) and (b) have been fulfilled; and (f) Seller shall execute and deliver the Transition Services Agreement and the Tap Agreement.

Seller’s Closing Obligations. At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the Closingfollowing: (a) Seller shall execute, acknowledge The Conveyance and deliver to Buyer conveyances of the Properties (the “Conveyances”), in the special assignment forms attached hereto as Exhibit 9.2(a)contemplated by Section 8.3; (b) Seller shall deliver a copy of an appropriate authorization adopted by the governing body of Seller authorizing Seller The officer’s certificate referred to execute and deliver this Agreement and all related documents and instruments and to perform its obligations hereunder and thereunderin Section 9.2(b); (c) Seller shall execute and deliver a certificate A Certificate of nonNon-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and Foreign Status, substantially in the form attached hereto as Exhibit 9.2(c10.2(c); (d) Letters in lieu of division and transfer orders executed by Seller shall deliver (i) an original, executed, and acknowledged release in recordable form for the Seller Lien, relating to the extent applicable Subject Interests in form reasonably necessary to reflect the Properties, and (ii) evidence of the transfer of all Permits to Buyer, in each case, in forms reasonably acceptable to Buyerconveyances contemplated hereby; (e) Change of operator forms designating Buyer as successor operator of each well currently operated by Seller shall deliver a certificate duly executed by or an authorized corporate (or other entity) officer Affiliate of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Sections 8.1(a) and (b) have been fulfilled; and (f) A current suspense register detailing by owner and Property Subdivision all production revenues held in suspense by Seller shall execute relating to the Assets, including for each such owner the earliest date revenues payable to such owner were suspensed by Seller or, to Seller’s knowledge, Seller’s predecessor(s) in interest. (g) Any other agreements, instruments and deliver documents which are required by other terms of this Agreement to be executed and/or delivered by Seller to Buyer at the Transition Services Agreement and the Tap AgreementClosing.

Seller’s Closing Obligations. At Closing, Seller shall deliver to Buyer the Closingfollowing: (a) Seller shall execute, acknowledge the Conveyance and deliver such other documents as may be reasonably necessary to convey the Purchased Assets to Buyer conveyances of in accordance with the Properties (the “Conveyances”)provisions hereof, in the forms attached hereto as Exhibit 9.2(a)executed by Seller; (b) Seller shall deliver a copy of an appropriate authorization adopted by the governing body of Seller authorizing Seller to execute and deliver this Agreement and all related documents and instruments and to perform its obligations hereunder and thereunder; (c) Seller shall execute and deliver a certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and affidavit executed by Seller in the form attached as Exhibit 9.2(c)“M”; (c) copies of all applicable waivers, consents, approvals, permits and actions relating to the Purchased Assets obtained; (d) Seller shall deliver (i) an original, executed, and acknowledged release in recordable form for the Seller Lien, to the extent applicable to the Properties, and (ii) evidence exclusive possession of the transfer of all Permits to Buyer, in each case, in forms reasonably acceptable to BuyerPurchased Assets; (e) Seller shall deliver a certificate duly executed by of the Secretary or an authorized corporate (or other entity) officer Assistant Secretary of the Seller, dated as certifying (i) that true and complete copies of the Closing, certifying on behalf resolutions duly and validly adopted by the board of directors of Seller that (as applicable) evidencing the conditions set forth authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are attached thereto and are in Sections 8.1(a) full force and effect and (bii) have been fulfilled; andto the incumbency of the officers of the Seller executing this Agreement and the instruments contemplated hereby; (f) Seller shall execute an executed counterpart of the amendment to the Promissory Note in substantially the same form as Exhibit “Q” attached hereto; (g) any indemnification agreements required by Sections 7 and deliver the Transition Services Agreement 8; and the Tap AgreementPurchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (h) Any deliverables set forth in Section 12.2 above.

Seller’s Closing Obligations. At the Closing, Seller shall deliver to Buyer each of the following: (a) Seller shall execute, acknowledge The Purchased Assets in accordance with Section 1.3. (b) The Assignment and deliver to Buyer conveyances Bill of the Properties (the “Conveyances”)Sale Agreement, in the forms form attached hereto as Exhibit 9.2(a); 9.1 (b) Seller shall deliver a copy of ), signed by an appropriate authorization adopted by the governing body authorized representative of Seller authorizing Seller to execute and deliver this Agreement and all related documents and instruments and to perform its obligations hereunder and thereunder;on behalf of Seller. (c) Seller shall execute and deliver a certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and The Intellectual Property Assignment Agreement, in the form attached hereto as Exhibit 9.2(c9.1 (c);, signed by an authorized representative of Seller on behalf of Seller. (d) Seller shall deliver (i) an original, executed, and acknowledged release in recordable form for the Seller Lien, to the extent applicable to the Properties, and (ii) evidence of the transfer of all Permits to BuyerEvidence, in each case, in forms a form reasonably acceptable to Buyer;, of the assignment and assumption agreements, filings, authorizations, consents, notices, and approvals required for the consummation of the transactions contemplated by this Agreement set forth on Exhibit 9.2(d), with Buyer having the responsibility to prepare and deliver to Seller or to file any such additional documents at Buyer’s expense. (e) Seller shall deliver a certificate A properly completed and duly executed by an authorized corporate (or other entity) officer of IRS Form W-9 with respect to Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Sections 8.1(a) and (b) have been fulfilled; and. (f) Seller shall execute Such other documents and instruments as may be reasonably requested by Xxxxx to consummate the transactions contemplated by this Agreement and to carry out the obligations under this Agreement, with Buyer having the responsibility to prepare and deliver the Transition Services Agreement to Seller any such additional documents and the Tap Agreementinstruments at Buyer’s expense.

Seller’s Closing Obligations. At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the Closingfollowing: (a) The Related Agreements required to be executed by Seller shall execute, acknowledge and deliver pursuant to Buyer conveyances of the Properties (the “Conveyances”), in the forms attached hereto as Exhibit 9.2(a)Section 9.2; (b) Seller shall deliver a copy of an appropriate authorization adopted by the governing body of Seller authorizing Seller The officer's certificate referred to execute and deliver this Agreement and all related documents and instruments and to perform its obligations hereunder and thereunderin Section 10.2(b); (c) Seller shall execute and deliver a certificate of non-foreign status that meets the requirements set forth The legal opinion referred to in Treasury Regulations Section 1.1445-2(b)(2) and in the form attached as Exhibit 9.2(c10.2(1); (d) A copy, certified as of the Closing Date, by Seller's Secretary or Assistant Secretary, as the case may be, of the resolutions duly adopted by the Board of Directors of Seller shall deliver (i) an original, executedauthorizing the execution and delivery of, and acknowledged release in recordable form for the Seller Lientransactions contemplated by, to the extent applicable to the Properties, and (ii) evidence of the transfer of all Permits to Buyer, in each case, in forms reasonably acceptable to Buyerthis Agreement; (e) Seller shall deliver a certificate duly executed by an authorized corporate (or other entityA non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) officer of Sellerthe Code, in the form of EXHIBIT 11.2(E), dated as of the ClosingClosing Date; (f) Join with Buyers in giving the joint written instructions to the Escrow Agent contemplated by Section 11.3, certifying on behalf of Seller that the conditions set forth subject to Buyers' compliance with Section 11.3; (g) The stock certificates representing all Land Newco Shares and Pipeline Newco Shares, endorsed in Sections 8.1(a) and (b) have been fulfilledblank or accompanied by duly executed assignment documents; and (fh) Any other agreements, instruments and documents which are required by other terms of this Agreement to be executed and/or delivered by Seller shall execute and deliver to Buyers at the Transition Services Agreement and the Tap AgreementClosing.