Seller's Obligation at Closing. On the Closing Date, Sellers shall deliver to Purchaser:
(a) the Purchased Shares;
(b) the certificates, opinions and other documents required under this Agreement, including those set forth in Section 10;
(c) such additional documents as shall be reasonably required to consummate the Transaction; and
(d) transfer of the Escrowed Parent ADS for Employee Stock Incentives and Escrowed Cash for Employee Stock Incentives to a trust established by BVI-A with a trustee acceptable to Purchaser and Parent pursuant to a trust deed in form and substance approved by Purchaser and Parent (“Trust”).
Seller's Obligation at Closing. At the Closing, upon execution of all of Buyer’s obligations at closing, Seller shall execute, acknowledge, and deliver to Buyer a County Deed conveying the Property, which County Deed shall be in statutory form for recording.
Seller's Obligation at Closing. At Closing, Seller shall do the following: Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to Purchaser subject to:
(i) taxes and assessments for year of closing and subsequent years;
(ii) restrictions, easements and zoning ordinances of record, if any; (iii)public utility easements of record, if any;
Seller's Obligation at Closing. At Closing, Seller shall do the following: Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to Purchaser subject to:
(i) Taxes and assessments for year of closing and subsequent years;
(ii) Restrictions, easements and zoning ordinances of record, if any;
(iii) Public utility easements of record, if any;
(iv) Mortgage to be assumed as described above; Any variance in the amount of said mortgage from the amount stated herein shall be added to or deducted from either the cash payment or the second mortgage as the Seller may elect.
(v) Other:
Seller's Obligation at Closing. At the Closing, Seller will:
(1) deliver to Buyer a stock certificate or stock certificates representing and evidencing the USSF Shares, endorsed in blank or accompanied by duly executed assignment documents or stock powers sufficient to transfer good and marketable title to the USSF Shares to Buyer; and
(2) execute and deliver this Agreement and all other documents, instruments, and agreements referred to herein or contemplated hereby.
Seller's Obligation at Closing. At the Closing, Sellers shall deliver to Purchaser the following items (except that the Interim Settlement Statement shall be delivered five (5) days prior to the date of Closing):
(a) The Assignments, duly executed and acknowledged by each Seller;
(b) Duly executed and acknowledged releases of all liens and burdens on the Property or on Production therefrom or attributable thereto;
(c) Executed transfer orders (or letters in lieu thereof) or amended Division Orders addressed to all purchasers of production from the Property;
(d) Any other executed documents or instruments which may be required to consummate the transactions contemplated herein and to fully vest Purchaser with title to the Property as contemplated hereby;
(e) The Interim Settlement Statement, which shall set forth the Purchase Price and adjustments thereto provided for in this Agreement which are or may be determined at or prior to the Closing, such Interim Settlement Statement to be subject to later adjustment pursuant to Section 14 hereof; and
(f) All of the Records, including any proprietary and seismic data; provided that Sellers shall have the right, at their expense to make copies thereof. To the extent Sellers are unable to transfer or assign any proprietary data or licenses, Sellers will use their best efforts in assisting Purchaser to obtain all licenses necessary to operate the Property.
Seller's Obligation at Closing. In addition to any other documents required to be executed by Seller at Closing, Seller shall cause the following to be furnished or delivered properly executed and acknowledged by Seller when appropriate:
1. Special Warranty Deed conveying fee simple title to the Property to Buyer in accordance with the terms hereof. The instrument of conveyance shall transfer all of Seller’s interest in and to all development rights, access rights and subsurface rights benefiting the Property and all buildings, improvements and fixtures presently located on the Property.
2. An Affidavit of No Liens so as to cause Title Company to remove the mechanics’ lien exception in the Title Policy.
3. An Affidavit stating that Seller is not a “foreign person” pursuant to Section 1445(b)(2) of the Internal Revenue Code.
4. A Bxxx of Sale with respect to any personal property located on the Property and not excluded from this Agreement.
5. Assignments of all Leases encumbering the Property.
6. Such other documents as may be required under the terms of this Agreement or reasonably necessary to vest in Buyer all right, title and interest in and to the Property and all buildings, improvements and fixtures thereon.
Seller's Obligation at Closing. At Closing, Seller and MLP shall assign to Purchaser all of its right, title and interest in the Existing Easements and the Pre-closing Easements. Post-closing, Purchaser agrees to cooperate with Seller to secure the Post-closing Easements, and to execute such related and necessary documentation as is usual and customary. For the avoidance of doubt, Post-closing Easements includes amendments to existing easements and new grants to address misaligned easements as well as new grants for Systems in locations nor covered by any grant.
Seller's Obligation at Closing. A the Closing, the Seller will:
(1) deliver to Buyer a stock certificate or stock certificates representing and evidencing the LPF and Richtime Shares, respectively, endorsed in blank or accompanied by duly executed assignment documents or stock powers sufficient to transfer good and marketable title to the LPF and Richtime Shares to the Buyer; and
(2) execute and deliver this Agreement and all other documents, instruments, and agreements referred to herein or contemplated hereby.
Seller's Obligation at Closing. At the Closing, Seller shall deliver to Buyer:
(1) Instruments of assignment and transfer of all of the Assets which are the subject of the transaction.
(2) Simultaneously with the consummation of the transfer, Seller will surrender to Buyer full possession and enjoyment of Assets to be conveyed and transferred by this Agreement. Seller, at any time before or after the Closing Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer.
