Examples of Second Closing Assets in a sentence
Seller shall make the Second Closing Assets Records available for pick up by Purchaser at a mutually agreeable time promptly after the Second Closing at the locations and in the format currently maintained by Seller.
Either Party may terminate each Party’s rights and obligations under this Agreement with respect to the Second Closing and the purchase and sale of the Second Closing Assets contemplated hereunder by written notice to the other Party if the Second Closing has not occurred on or before the HBP Obligation Outside Date solely because the condition set forth in Section 11.1(d) has not been met.
Seller and Purchaser shall duly execute federal and state change of operator forms with respect to those Second Closing Assets of Seller that will be operated by Purchaser after the Closing under Section 10.12, and Seller shall execute and deliver to Purchaser resignation of operator letters in forms reasonably acceptable to Purchaser.
Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.
Seller and Purchaser shall duly execute and deliver all necessary letters in lieu of transfer orders directing all purchasers of production to pay Purchaser the proceeds attributable to production from the Second Closing Assets of Seller from and after the Effective Time.
For the avoidance of doubt, the Defect Adjustment shall be determined by taking into account Environmental Defects related to both the First Closing Assets and Second Closing Assets on a cumulative basis.
Environmental Defects relating to Second Closing Assets may only be alleged during the Second Defect Review Period.
Seller shall deliver to Purchaser: (i) duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, and security agreements created by Seller that encumber the Second Closing Assets; and (ii) releases of any related financing statements.
Purchaser and Seller shall allocate the Base Purchase Price among the First Closing Assets as set forth on Exhibit C and among the Second Closing Assets as set forth on the Wellbore Notice in accordance with Section 3.2(b)(iv) and Section 10.21.
The risk of any loss, damage, impairment, confiscation or condemnation of any of the First Closing Assets from any cause shall be borne by Seller at all times prior to the First Closing and of any of the Second Closing Assets from any cause shall be borne by Seller at all times prior to the Second Closing.