Common use of Transfer Requirements Clause in Contracts

Transfer Requirements. If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and Buyer, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for Net Cash Flow attributable to such Retained Asset will be made to account for any delayed Closing with respect to such Retained Asset.

Transfer Requirements. If a Transfer Requirement is applicable to the transactions contemplated by this Agreement and the failure to satisfy such Transfer Requirement would, by its express terms and applicable Law, render the assignment of an Asset void or result in termination thereof, is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed in writing by Seller and Buyer, (i) any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset, as adjusted pursuant to Section 3.4; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for Net Cash Flow attributable to such Retained Asset will be made to account for any delayed Closing with respect to such Retained Asset.

Transfer Requirements. If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and Buyer, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 8.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer at a delayed Closing (which shall become the new Closing Date with respect to such Retained Asset), within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset Asset, for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained AssetAsset (as adjusted pursuant to Section 3.1 through the new Closing Date therefor); provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty and twenty (180120) days following after Closing has occurred with respect to any of the Closing DateAssets, then such Retained Asset shall be eliminated from the Assets and this Agreement Agreement, unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained AssetAsset (or an Excluded Asset pursuant to Section 7.6), appropriate adjustments for in Net Cash Flow attributable to such Retained Asset Flow, proration of revenues and costs, and interest contemplated by Section 3.1 will be made to account for any delayed Closing with respect to such Retained Asset (or Excluded Asset).

Transfer Requirements. Seller shall notify Buyers in writing on a date that is one (1) Business Day prior to the Closing of any Transfer Requirements which have not been obtained and the Assets to which they pertain or which are affected thereby. If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and BuyerBuyers, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer Buyers at Closing and Closing, the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Without in any way limiting the application of the last sentence of Section 7.1, Seller shall continue after Closing to use commercially reasonable efforts to satisfy or obtain a waiver of the Transfer Requirement so that the Retained Asset may be transferred to Buyers upon satisfaction of the Transfer Requirement. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer Buyers at a delayed Closing (which shall become the new Closing Date with respect to such Retained Asset), within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset Asset, for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained AssetAsset (as adjusted pursuant to Section 3.1 through the new Closing Date therefor); provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty twenty (180120) days following after Closing has occurred with respect to Assets to which a majority of the Closing DatePurchase Price is attributable, then (a) such Retained Asset shall be eliminated from the Assets and this Agreement unless Agreement; or (b) if the Parties mutually agree, (i) Seller and Buyer mutually agree to proceed with a closing on shall promptly assign such Retained Asset in which case Buyer to Buyers notwithstanding such Transfer Requirement, (ii) Buyers shall be deemed pay to have waived any objection Seller the amount contemplated by this Section 7.4 with respect to non-compliance with such Retained Asset and (iii) Buyers shall save, indemnify, defend and hold harmless Seller Indemnified Parties pursuant to Section 14.1 from and against Covered Liabilities arising from, or relating to, the transfer of such Retained Asset notwithstanding the Transfer RequirementsRequirement. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for in Net Cash Flow attributable to such Retained Asset and proration of revenues and costs contemplated by Section 3.1 will be made to account for any delayed Closing with respect to such Retained Asset.

Transfer Requirements. If a Transfer Requirement applicable to the transactions contemplated by this Agreement and the failure of which to satisfy would, by its express terms, render the assignment of an Asset void, voidable, result in liquidated damages or result in termination thereof, is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed in writing by Seller and Buyer, (i) any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset, as adjusted pursuant to Section 3.4; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for Net Cash Flow attributable to such Retained Asset will be made to account for any delayed Closing with respect to such Retained Asset.

Transfer Requirements. If a Transfer Requirement applicable (a) Buyer will promptly provide any required notifications with respect to the transactions contemplated by this Agreement is not obtainedTransfer Requirements set forth on Schedule 3.1; provided that Seller shall cause to be executed and delivered such documents, complied and do, or cause to be done, such other acts as Buyer may reasonable request to facilitate Buyer delivering such required notifications and obtaining consents or waivers under such Transfer Requirements; provided further that in no event will Seller be required to incur any liabilities or pay any amounts in connection with the execution of such documents or otherwise satisfied prior to the performance of such acts. (b) If, as of the Closing Date, then, unless otherwise mutually agreed by Seller and Buyer, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back (i) are fully satisfied, have expired or are no longer applicable to the transactions contemplated hereby, (ii) are Customary Post-Closing Consents, or (iii) expressly provide that such Transfer Requirement cannot be unreasonably withheld, then such Asset will be assigned to Buyer at the initial Closing are not obtainedin accordance with the terms and subject to the conditions of this Agreement. (c) If, complied with or otherwise satisfied within one hundred eighty (180) days following as of the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection Transfer Requirement with respect to nonany Asset (i) is not fully satisfied, has not expired or remains applicable to the transactions contemplated hereby, (ii) is not a Customary Post-compliance with Closing Consent, and (iii) does not expressly provide that such Transfer RequirementsRequirement cannot be unreasonably withheld, then Buyer will in good faith elect to either (x) waive the Transfer Requirement or (y) exclude such Asset from the conveyance on the Closing Date. In connection with any subsequent If Buyer elects to exclude such Asset from the conveyance of a Retained on the Closing Date, such Asset will not be conveyed to Buyer at Closing and will be deemed an Excluded Asset, appropriate adjustments for Net Cash Flow attributable and the Purchase Price will be reduced by the applicable Allocated Value, or portion thereof, pursuant to Section 2.2 allocated to such Retained Asset will be made to account for any delayed Closing with respect to such Retained retained Asset. (d) Notwithstanding the foregoing, if any Transfer Requirement described in Section 3.1(c) is fully satisfied, expires or becomes no longer applicable to the transactions contemplated hereby on or before December 1, 2021, then Seller shall promptly notify Buyer of such satisfaction, expiration or inapplicability and following such written notice, Seller shall deliver such retained Assets at a Delayed Closing pursuant to Section 3.2.

Transfer Requirements. Prior to the execution hereof, Seller initiated all procedures required to comply with or obtain the waiver of all Transfer Requirements applicable to the transactions contemplated by this Agreement. If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and at Buyer’s option, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by an amount agreed to by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference PropertyParties. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty ninety (18090) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Agreement; provided that, if Buyer, prior to the expiration of such ninety (90) day period, elects in writing to waive the Transfer Requirements which have not been obtained, complied with or satisfied with respect to such Retained Asset, Seller and Buyer mutually agree to proceed with a closing on shall immediately convey such Retained Asset in which case to Buyer shall be deemed to have waived any objection for the portion of the Purchase Price withheld with respect to non-compliance with such Transfer Requirementsthereto. In connection with any Any subsequent conveyance of a Retained Asset, Asset will be subject to all Closing requirements and conditions applicable to the initial Closing hereunder and appropriate adjustments for in Net Cash Flow attributable to such Retained Asset and proration of revenues and expenses will be made to account for any delayed Closing with respect to such a Retained Asset.

Transfer Requirements. If a (a) Buyer’s purchase of the Assets is expressly subject to all validly existing and applicable Transfer Requirement Requirements. Promptly after the Execution Date, Seller shall prepare and send notices to holders of any Transfer Requirements (which notices shall be in form and substance reasonably satisfactory to Buyer), and otherwise use commercially reasonable efforts to cause the holders of Transfer Requirements to consent to, or otherwise waive the Transfer Requirements applicable to to, the transactions contemplated by this Agreement Agreement. Seller shall not be obligated to pay any consideration to (or incur any cost or expense for the benefit of) the holder of any Transfer Requirement in order to obtain the waiver thereof or compliance therewith. (b) If: (i) a third Person brings any suit, action or other proceeding prior to the Closing seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in connection with a claim to enforce a Transfer Requirement; or (ii) an Asset is subject to a Transfer Requirement which provides that if prior consent to an assignment of such Asset is not obtained, complied with such assignment is void or of no force or effect or that otherwise divests the assignee’s right, title or interest in or to such Asset, and such Transfer Requirement has not been expressly waived or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and Buyer, any the Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets in the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price Price, which would be is allocated to such Retained Asset and Buyer and Seller shall continue after Closing to use commercially reasonable efforts to obtain the waiver or consent required under the Transfer Requirement so that such Asset may be transferred to Buyer upon receipt of such consent and waiver, and, if permitted pursuant to Section 7.2 applicable Law and contract: (A) Seller shall continue to hold record title to the Retained Assets as nominee for Buyer; (B) Buyer shall be responsible for all Assumed Obligations with respect to the Retained Assets as if Buyer were the record owner of such Assets as of the applicable Specified Date; (C) Buyer shall be entitled to all revenues, production, proceeds, income and products from or attributable to the Assets, and to all other income, proceeds, receipts and credits earned (including delay rentals, shut-in royalties and lease bonuses) with respect to the Assets, as if Buyer were the record owner of such Assets as of the applicable Specified Date; and (D) Seller shall act as Buyer’s nominee with respect to the Retained Asset were a Preference Property. Assets but shall be authorized to act only upon and in accordance with Buyer’s written instructions with respect thereto. (c) Any Retained Asset so held back at the initial Closing will shall be conveyed to Buyer within ten (10) days Business Days following the date on which the Transfer Requirement has been satisfied or the suit, action or other proceeding, if any, referenced in clause (b)(i) above is settled or a judgment is rendered (and no longer subject to appeal) permitting transfer of the Retained Asset to Buyer pursuant to this Agreement, and Seller obtains, complies with obtains a waiver of or notice of election not to exercise or otherwise satisfies satisfy all remaining Transfer Requirements with respect to such Retained Asset for as contemplated by this Section. At the time of such conveyance, Buyer shall pay Seller a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained AssetAsset (as adjusted pursuant to Section 9.2 through the conveyance date); provided, however, that if all such Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with with, waived or otherwise satisfied as contemplated by this Section within one hundred eighty (180) days following year after the Closing Datehas occurred, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree elects to proceed with a closing on such Retained Asset Asset, in which case Buyer shall be deemed to have waived any objection and shall be obligated to indemnify the Seller Indemnitees for all Losses with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for Net Cash Flow attributable to such Retained Asset will be made to account for any delayed Closing with respect Requirements related to such Retained Asset.

Transfer Requirements. If a Transfer Requirement applicable governed by this Article 8 (other than a Post-Closing Consent) which is required to the transactions be obtained, complied with or otherwise satisfied before title to an Asset or portion thereof can be transferred to Refinery Buyer as contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless such Transfer Requirement affects a material Asset or portion thereof or unless otherwise mutually agreed by Seller and Refinery Buyer, any Asset or portion thereof affected by such Transfer Requirement (a “"Retained Asset”") shall be held back from the Assets to be transferred and conveyed to Refinery Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated Refinery Buyer and Seller mutually agree to allocate to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference PropertyAsset. Any Retained Asset so held back at the initial Closing will be conveyed to Refinery Buyer at a delayed closing (which shall become the new Closing Date with respect to such Retained Asset), within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all such Transfer Requirements with respect to such Retained Asset as contemplated above in this Section, for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all such Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied as contemplated by above in this Section within one hundred eighty (180) 365 days following after the initial Closing Datehas occurred with respect to any Assets, then such Retained Asset shall be eliminated from the Assets and this Agreement Agreement, unless Seller and Refinery Buyer mutually agree to proceed with a closing on such Retained Asset in which case Refinery Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance If Refinery Buyer and Seller are unable to mutually agree on the portion of the Purchase Price to be allocated to a Retained Asset, appropriate adjustments for Net Cash Flow attributable (i) the allocation of the Purchase Price to such Retained Asset will shall be made determined by arbitration pursuant to account Section 16.12, (ii) the Closing shall not be delayed as a result of such dispute, (iii) on the Closing Date for any delayed the original Closing under this Agreement, Seller, Refinery Buyer and the Escrow Agent shall execute and deliver an amendment to the Earnest Money Deposit Escrow Agreement, in substantially the form of XXXXXXT 8.2, and Refinery Buyer shall pay to the Escrow Agent to be held in escrow in accordance with the Earnest Money Deposit Escrow Agreement (as so amended) an amount equxx xx xhe larger of the portions of the Purchase Price which either Party proposes to allocate to such Retained Asset, (iv) if the portion of the Purchase Price determined, by arbitration or the subsequent mutual agreement of the Parties, to be allocable to such Retained Asset is less than the amount required to be paid into escrow with respect to such dispute, an amount equal to the difference, together with all interest and other amounts earned thereon, shall be paid by the Escrow Agent to Seller, and (v) the remaining amount paid into escrow in connection with such dispute, together with all interest and other amounts earned thereon, shall be paid by the Escrow Agent to (a) Seller if the Closing subsequently occurs with respect to such Retained AssetAsset or (b) Refinery Buyer if such Retained Asset is subsequently eliminated from the Assets pursuant to this Section. Seller and Refinery Buyer each agree to execute and deliver to the Escrow Agent written instructions to the Escrow Agent directing the Escrow Agent to deliver the amount paid into escrow, together with all interest and other amounts, if any, earned thereon, to Seller or Refinery Buyer, as the case may be, in accordance with the provisions of this Section 8.2 and the terms of the Earnest Money Deposit Escrow Agreement as so amended.