Common use of Seller’s Obligations at Closing Clause in Contracts

Seller’s Obligations at Closing. On or before two (2) days before Closing, Seller shall: (a) deliver to Escrow Agent a duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvements; (b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal Property; (c) deliver to Purchaser a duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignable; (d) deliver such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; and (j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by Seller.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by this Purchaser; (g) All releases of current liens of lenders encumbering all or any part of the Property, properly executed in form acceptable by Purchaser; (h) Deliver to Purchaser a counterpart copy of the Subscription Agreement, executed by Seller and/or the party receiving the QSR Shares, covering the QSR Shares; and (j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by Seller.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by this AgreementPurchaser; (g) All releases of current liens of lenders encumbering all or any part of the Property, properly executed in form acceptable by Purchaser; (i) Deliver to Purchaser the forms, properly executed by Sellers, required by the regulatory agencies of the respective states in which are located the leased premises of the Leases, necessary to effect the transfer of operations of the Operated Properties (as defined in Paragraph 23 below) from BGPS to Northland Operating Company. In the manner set forth in Paragraph 23(c) below, such forms relating to Leases covering lands in the State of Mississippi shall not be dated; and (j) deliver Deliver to Purchaser Seller the Lease in the form of Exhibit I attached heretoagreement between Northland Operating, duly Inc. and BGPS, fully executed by SellerBGPS, regarding field services and field supervision to be provided by BGPS, described in Paragraph 23(f) below. (k) Delver to Seller the Escrow Deposity by certified funds.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by this AgreementPurchaser; and (jg) deliver to Purchaser All releases of current liens of lenders encumbering all or any part of the Lease Property, properly executed in the form of Exhibit I attached hereto, duly executed acceptable by SellerPurchaser.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by this AgreementPurchaser; and (jg) deliver to Purchaser All releases of current liens of lenders encumbering all or any part of the Lease Property, properly executed in the form of Exhibit I attached hereto, duly executed acceptable by Seller.Purchaser. PURCHASE AND SALE AGREEMENT - PAGE 11 124

Seller’s Obligations at Closing. On or before two (2) days before At Closing, Seller shallshall deliver to Escrow Agent or Purchaser, as applicable: (a) deliver to Escrow Agent a duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying E (the Land and Improvements“Deed”); (b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") and assignment in the form attached hereto as Exhibit F conveying the Personal Property(“Xxxx of Sale”); (c) deliver to Purchaser a duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignable(“Assignment Agreement”); (d) deliver such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate an affidavit duly executed by Seller in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980C (“FIRPTA Affidavit”); (f) deliver the Lease, Operating Agreements and licenses and permits, if any, in the possession of Seller or Seller’s agents, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property. Purchaser shall cooperate with Seller for a period of seven (7) years after Closing in case of Seller’s need in response to Purchaser any legal requirement, a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the Operating Agreementsnature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall survive the Closing; (g) deliver such affidavits as may be customarily possession and reasonably required by occupancy of the Title CompanyProperty, in a form reasonably acceptable subject to Seller;the Permitted Exceptions; and (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement; and (j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by Sellerwhich additional documents may include transfer and recordation tax declarations and other tax certificates.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who, if any, are identified in Exhibit "A" attached, properly executed and in form approved by this AgreementPurchaser; and (jg) deliver to Purchaser All releases of current liens of lenders encumbering all or any part of the Lease Property, properly executed in the form of Exhibit I attached hereto, duly executed acceptable by SellerPurchaser.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallSellers shall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignments, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Sellers; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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 (f) A copy of the Form P-4 for each Property, save and except the Kruger Well, duly executed by this Agreementthe current operator, transferring operations to Purchaser, or the designee of Purchaser; (g) All consents required of third parties, who are identified in Exhibit "E" attached, properly executed and in form approved by Purchaser; and (jh) deliver to Purchaser All releases of current liens of lenders and any other lien holders, including holders of any judgment liens, encumbering all or any part of the Lease Property, properly executed in the form of Exhibit I attached hereto, duly executed acceptable by SellerPurchaser.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver the following to Buyer: (a) deliver to Escrow Agent a all original certificates evidencing the Transferred Shares duly executed grant deed (the "Deed") in blank or accompanied by stock powers duly executed in blank, provided that, in the form attached hereto event of a Suspended Transfer, the IHNY Shares shall be retained by Seller until such time as Exhibit E, conveying the Land and ImprovementsIHNY Purchase Price is paid by Buyer to Seller; (b) deliver a duly-executed closing certificate of Seller dated as of the Closing Date, with respect to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") matters set forth in the form attached hereto as Exhibit F conveying the Personal PropertySections 8.1, 8.2, 8.4 and 8.5; (c) deliver to Purchaser a duly executed assignment and assumption agreement (the "Assignment good standing certificates of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements Seller and the other IntangiblesTransferred Entities certifying that Seller and each Transferred Entity are in good standing under the Laws of their respective jurisdictions of incorporation, and, with respect to the extent assignableTransferred Entities, in each jurisdiction in which they are qualified to do business; (d) deliver duly-executed resignations of such evidence as the Title Company may reasonably require as to the authority directors and officers of the person or persons executing documents on behalf of SellerTransferred Entities as directed in writing by Buyer; (e) deliver an opinion of Xxxxx Xxxx LLP, counsel to Purchaser a certificate Seller, in form and substance customary for transactions of the form attached hereto as Exhibit H duly executed type contemplated by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980this Agreement and reasonably acceptable to Buyer; (f) deliver to Purchaser all Ancillary Agreements duly executed by Seller or any other appropriate member of the Operating AgreementsSeller Group, as more fully described in Section 2.9; (g) deliver such affidavits executed consents required to be delivered as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable condition to SellerClosing; (h) Execute a closing statement acceptable to Seller;the minute books, stock records and corporate seals of the Transferred Entities; and (i) deliver such additional other documents and instruments as shall be reasonably required requested by Buyer to consummate the transaction contemplated by this Agreement; and (j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by SellerTransactions.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) The Assignment, duly executed and acknowledged by 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) addressed to all purchasers of production from the Property; (d) Any other executed documents or instruments which may be reasonably required to consummate the transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by Purchaser; and (g) All releases of current liens of lenders encumbering all or any part of the Property, properly executed in form acceptable by Purchaser. PURCHASE AND SALE AGREEMENT - PAGE 11 91 10. Purchaser's Obligations at Closing. At the Closing, Purchaser shall: (a) deliver Deliver to Seller the Adjusted Purchase Price, in cash or other immediately available funds (which shall be subject to a subsequent accounting between Seller and Purchaser pursuant to this Agreement) less the Escrow Agent a duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvements;Deposit; and (b) Execute and deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal Property; (c) deliver to Purchaser a duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the any other Intangibles, to the extent assignable; (d) deliver such evidence as the Title Company may reasonably require as to the authority of the person documents or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as instruments which may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated by this Agreement; and (j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by Sellerherein.

Seller’s Obligations at Closing. On or before two (2) days before At the Closing, Seller shallshall deliver to Purchaser the following items; however, item (e) will be delivered as soon prior to Closing as reasonably practical: (a) deliver to Escrow Agent a The Assignment, duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvementsacknowledged by Seller; (b) deliver to Purchaser a duly Duly executed xxxx and acknowledged releases of sale (all liens and burdens on the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal PropertyProperty or on Production therefrom or attributable thereto; (c) deliver Executed transfer orders (or letters in lieu thereof) addressed to Purchaser a duly executed assignment and assumption agreement (all purchasers of production from the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignableProperty; (d) deliver such evidence as the Title Company Any other executed documents or instruments which may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (f) deliver to Purchaser the Operating Agreements; (g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (h) Execute a closing statement acceptable to Seller; (i) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated herein and to fully vest Purchaser with operations and 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, which statement shall be delivered to Purchaser as soon as reasonably practical prior to Closing for Purchaser's review and approval; (f) All consents required of third parties, who are identified in Exhibit "A" attached, properly executed and in form approved by this Purchaser; (g) All releases of current liens of lenders encumbering all or any part of the Property, properly executed in form acceptable by Purchaser; (h) Deliver to Purchaser a counterpart copy of the Subscription Agreement, executed by Seller and/or the party receiving the QSR Shares, covering the QSR Shares; and (ji) deliver Deliver to Purchaser the Lease forms, properly executed by Sellers, required by the regulatory agencies of the respective states in which are located the leased premises of the Leases, necessary to effect the transfer of operations of the Operated Properties (as defined in Paragraph 23 below) from ROG to Northland Operating Company. In the manner set forth in Paragraph 23(c) below, such forms relating to Leases covering lands in the form State of Exhibit I attached heretoMississippi shall not be dated; and (a) Deliver to Seller the Adjusted Purchase Price, duly in cash or other immediately available funds (which shall be subject to a subsequent accounting between Seller and Purchaser pursuant to this Agreement). (b) Deliver to Allex X. Xxxxxxxxx x xounterpart copy of the Subscription Agreement, executed by SellerQueen Sand Resources, Inc. covering the QSR Shares, along with the instruction letter to the transfer agent, Continental Stock Transfer & Trust Co., authorizing and directing the delivery of the QSR Shares to Allex X. Xxxxxxxxx; (c) Deliver to Seller the fully executed promissory note described in Paragraph 2(c) above; (d) Deliver to Seller fully executed Mortgages, Financing Statements and Security Agreements described in Paragraph 21 below; (e) Deliver to Seller a fully executed Limited Guaranty and Security Agreement described in Paragraph 21 below, and deliver the stock of Purchaser in the manner provided in such agreement; (f) Execute and deliver any other documents or instruments which may be required to consummate the transactions contemplated herein.