Common use of Seller’s Closing Obligations Clause in Contracts

Seller’s Closing Obligations. At Closing (except Seller shall have a reasonable period after the Closing for items d, e, f and g), Seller shall deliver to Buyer the following: (a) The Assignments, Bills of Sale and Conveyances substantially in the form attached hereto as EXHIBIT C and such other documents as may be reasonably necessary to convey all Seller's interest in the Assets to Buyer in accordance with the provisions hereof; (b) The certificate of Seller referred to in Section 9.2(b) hereof; (c) Evidence of Seller's compliance with the Xxxx-Xxxxx-Xxxxxx Act (if necessary); (d) Transfer or division orders, or letters-in-lieu thereof, to be effective at the Effective Time in the form required by the purchasers of the Hydrocarbons from the producing properties, provided that if any purchasers prepare the same, the execution and delivery thereof may be deferred until they are prepared; (e) All title opinions, abstracts of title, lease records, data sheets, status and other reports pertaining to the Subject Interests heretofore received by Seller or to which Seller has access; (f) All of the Basic Documents, and the files pertaining thereto, and all other contracts, documents and files affecting title to the Subject Interests to which Seller has access; and (g) All lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, and all other books, files and records information and data, except insofar as Seller is prevented from transferring same by contractual obligations to third parties or applicable law. (h) A certificate of Seller as to the representation made in Section 4.1(i). (i) To the extent Buyer and Seller have reached agreement with respect to Special Use Permits as provided in EXHIBIT G, such agreement shall be delivered. If agreement has not been reached with respect to that matter, the lack of such agreement shall not constitute a condition of Closing and Closing shall proceed without such agreement and, subject to Section 8.3, such Special Use Permits shall be governed by the provisions of Section 13.10.

Seller’s Closing Obligations. At Closing (except Seller shall have a reasonable period after the Closing for items d, e, f and g), Seller shall deliver to Buyer the following: (a) The Assignments, Bills of Sale and Conveyances substantially in the form attached hereto as EXHIBIT C and such other documents as may be reasonably necessary to convey all Seller's interest in the Assets to Buyer in accordance with the provisions hereof; (b) The certificate of Seller referred to in Section 9.2(b10.2(b) hereof; (c) Evidence of Seller's compliance with the Xxxx-Xxxxx-Xxxxxx Act (if necessary); (d) Transfer or division orders, or letters-in-lieu thereof, to be effective at the Effective Time in the form required by the purchasers of the Hydrocarbons from the producing properties, provided that if any purchasers prepare the same, the execution and delivery thereof may be deferred until they are prepared; (e) All title opinions, abstracts of title, lease records, data sheets, status and other reports pertaining to the Subject Interests heretofore received by Seller or to which Seller has access; (f) All of the Basic Documents, and the files pertaining thereto, and all other contracts, documents and files affecting title to the Subject Interests to which Seller has access; and (g) All lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, and all other books, files and records information and data, except insofar as Seller is prevented from transferring same by contractual obligations to third parties or applicable law. (h) A tax certificate of representing the fact that Seller as to the representation made in Section 4.1(i)is not a foreign entity. (i) To the extent Buyer and Seller have reached agreement with respect to Special Use Permits as provided in EXHIBIT G, such agreement shall be delivered. If agreement has not been reached with respect to that matter, the lack of such agreement shall not constitute a condition of Closing and Closing shall proceed without such agreement and, subject to Section 8.3, such Special Use Permits shall be governed by the provisions of Section 13.10.

Seller’s Closing Obligations. At Closing (except Seller shall have a reasonable period of twenty-one (21) days after the Closing for items d, e, f and g), Seller shall deliver to Buyer the following: (a) The Assignments, Bills of Sale and Conveyances substantially in the form attached hereto as EXHIBIT C Exhibit "F" and such other documents as may be reasonably necessary to convey all Seller's interest in the Assets to Buyer in accordance with the provisions hereof; (b) The certificate of Seller referred to in Section 9.2(b10.2(b) hereof; (c) Evidence of Seller's compliance with the Xxxx-Xxxxx-Xxxxxx Act (if necessary); (d) Transfer or division orders, or letters-in-lieu thereof, to be effective at the Effective Time in the form required by the purchasers of the Hydrocarbons from the producing properties, provided that if any purchasers prepare the same, the execution and delivery thereof may be deferred until they are prepared; (e) All title opinions, abstracts of title, lease records, data sheets, status and other reports pertaining to the Subject Interests heretofore received by Seller or to which Seller has access; (f) All of the Basic Documents, and the files pertaining thereto, and all other contracts, documents and files affecting title to the Subject Interests to which Seller has access; and (g) All lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, and all other books, files and records information and data, except insofar as Seller is prevented from transferring same by contractual obligations to third parties or applicable law. (h) A certificate of Seller as to the representation made in Section 4.1(i). (i) To the extent Buyer and Seller have reached agreement with respect to Special Use Permits as provided in EXHIBIT G, such agreement shall be delivered. If agreement has not been reached with respect to that matter, the lack of such agreement shall not constitute a condition of Closing and Closing shall proceed without such agreement and, subject to Section 8.3, such Special Use Permits shall be governed by the provisions of Section 13.10.

Seller’s Closing Obligations. At Closing (except Seller shall have a reasonable period after the Closing for items dClosing, e, f and g), Seller Sellers shall deliver to Buyer the following: (a) The Assignments, Bills of Sale and Conveyances substantially in the form attached hereto as EXHIBIT C Exhibit "F" and such other documents as may be reasonably necessary to convey all Seller's Sellers' interest in the Assets to Buyer in accordance with the provisions Provisions hereof; (b) The certificate of Seller Sellers referred to in Section 9.2(b10.2(b) hereof; (c) Evidence of Seller's compliance with the Xxxx-Xxxxx-Xxxxxx Act (if necessary)The legal opinions referred to in Section 10.2(e) hereof; (d) Transfer or division orders, or letters-in-lieu thereof, to be effective at the Effective Time Date in the form required by the purchasers of the Hydrocarbons from the producing propertiesProducing Properties, provided that if any purchasers prepare the same, the execution and delivery thereof may be deferred until they are prepared; (e) All title Title opinions, abstracts of title, lease records, data sheets, status and other reports pertaining to the Subject Interests heretofore received by Seller Sellers or to which Seller has Sellers have access; (f) All of the Basic Documents, and the files pertaining thereto, and all other contracts, documents and files affecting title to the Subject Interests to which Seller has Sellers have access; and; (g) Ownership maps and surveys relating to the Subject Interests to which Sellers have access; (h) All lease filestabulations, land fileslists and descriptions of all personal property, well filesfixtures and equipment included in the Subject Interests; (i) All salt water disposal agreements, gas agreements with pumpers, and oil sales contract filesother parties engaged in the operation of the Subject Interests; (j) All books, gas processing filesrecords, division order filesproduction records, abstractsinformation, title opinionscontracts and documents, and all other booksengineering geological, files geophysical data, reports, and records information and datamaps relating to the Subject Interests, except insofar as Seller is Sellers are prevented from transferring same by contractual obligations to third parties or applicable law.parties; and (hk) A certificate An executed counterpart of Seller as to the representation made in Section 4.1(i)Voting Trust Agreement. (i) To the extent Buyer and Seller have reached agreement with respect to Special Use Permits as provided in EXHIBIT G, such agreement shall be delivered. If agreement has not been reached with respect to that matter, the lack of such agreement shall not constitute a condition of Closing and Closing shall proceed without such agreement and, subject to Section 8.3, such Special Use Permits shall be governed by the provisions of Section 13.10.

Seller’s Closing Obligations. At Closing (except Seller shall have a reasonable ---------------------------- period of twenty-one (21) days after the Closing for items d, e, f and g), Seller shall deliver to Buyer the following: (a) The Assignments, Bills of Sale and Conveyances substantially in the form attached hereto as EXHIBIT C Exhibit "F" and such other documents as may be reasonably necessary to convey all Seller's interest in the Assets to Buyer in accordance with the provisions hereof; (b) The certificate of Seller referred to in Section 9.2(b10.2(b) hereof; (c) Evidence of Seller's compliance with the Xxxx-Xxxxx-Xxxxxx Act (if necessary); (d) Transfer or division orders, or letters-in-lieu thereof, to be effective at the Effective Time in the form required by the purchasers of the Hydrocarbons from the producing properties, provided that if any purchasers prepare the same, the execution and delivery thereof may be deferred until they are prepared; (e) All title opinions, abstracts of title, lease records, data sheets, status and other reports pertaining to the Subject Interests heretofore received by Seller or to which Seller has access; (f) All of the Basic Documents, and the files pertaining thereto, and all other contracts, documents and files affecting title to the Subject Interests to which Seller has access; and (g) All lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, and all other books, files and records information and data, except insofar as Seller is prevented from transferring same by contractual obligations to third parties or applicable law. (h) A certificate of Seller as to the representation made in Section 4.1(i). (i) To the extent Buyer and Seller have reached agreement with respect to Special Use Permits as provided in EXHIBIT G, such agreement shall be delivered. If agreement has not been reached with respect to that matter, the lack of such agreement shall not constitute a condition of Closing and Closing shall proceed without such agreement and, subject to Section 8.3, such Special Use Permits shall be governed by the provisions of Section 13.10.