Acquisition Certificate. The Administrative Agent shall have received a certificate, reasonably satisfactory to the Administrative Agent in all respects, of an Authorized Officer of the Borrower (i) certifying that the Castex Acquisition shall constitute a Permitted Acquisition, (ii) certifying that the Borrower has acquired (or with the proceeds of the applicable Borrowing shall acquire) all or substantially all, but in any event not less than 95% of the PV-10, of the Oil and Gas Properties included in the Castex Acquisition Reserve Report, all conditions to the obligations of the parties set forth in the Castex PSA shall have been satisfied or waived (or with the application of the proceeds of the applicable Borrowing shall be satisfied or waived), and no provision thereof shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to materially adversely affect the Administrative Agent, the Collateral Agent or the Lenders (except as otherwise agreed by the Administrative Agent, the Collateral Agent and the Lenders), (iii) identifying the Oil and Gas Properties that have not been acquired pursuant to the Castex PSA, (iv) attaching lien releases delivered in connection with the Castex PSA (or certifying that the assets subject to the Castex PSA were not, prior to the Castex Acquisition, subject to any liens), (v) certifying as to the final purchase price paid under the Castex PSA after giving effect to all adjustments as of the closing date for such acquisition, and specifying, by category, the amount of such adjustment, (vi) certifying that attached thereto are true and complete executed copies of the conveyance documents from the applicable seller to Borrower and (vii) certifying that attached thereto is a true and complete executed copy of the Castex PSA, together with all amendments thereto, pursuant to which the Borrower has acquired the applicable Oil and Gas Properties (or certifying that the previously delivered Castex PSA has not been amended or modified in any way since the Third Amendment Effective Date);
Acquisition Certificate. A duly executed copy of the Acquisition Certificate the statements in which shall be true.
Acquisition Certificate. Administrative Agent shall have received a certificate of Borrower certifying (i) that Borrower is concurrently consummating the acquisition contemplated by the Oasis Acquisition Documents and all material conditions precedent thereto have been satisfied in all material respects by all of the parties thereto; (ii) as to the amount of the final purchase price for the properties subject to the Oasis Acquisition Documents after giving effect to all adjustments as of the closing date as contemplated by the Oasis Acquisition Documents and specifying, by category, the amount of such adjustment; (iii) that attached thereto is a true and complete list of all of the properties subject to the Oasis Acquisition Documents which are being acquired by Borrower; (iv) that attached thereto is a true and complete list of properties subject to the Oasis Acquisition Documents which have been excluded from the acquisition pursuant to the terms of the Oasis Acquisition Documents, specifying with respect thereto the basis of exclusion as (1) title defect, (2) preferential purchase right, (3) environmental, (4) casualty loss, or (5) other (which is to be explained); (v) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents for which any seller has elected to cure a title defect, specifying the nature of that title defect and the time frame within which it is expected to be cured; (vi) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents for which any seller has elected to remediate an adverse environmental condition; and (vii) that attached thereto is a true and complete list of all properties subject to the Oasis Acquisition Documents which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right.
Acquisition Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) true, accurate and complete copies of the material Abraxas Acquisition Documents, which material Abraxas Acquisition Documents shall contain terms and conditions reasonably acceptable to the Administrative Agent, (ii) that the Borrower has consummated the Abraxas Acquisition, substantially in accordance with the terms of the Abraxas Acquisition Documents (without waiver or amendment of any material term or condition thereof not otherwise acceptable to the Administrative Agent) and that the Borrower acquired all of the Abraxas Assets contemplated by the Abraxas Acquisition Documents and (iii) as to the purchase price determined by the Abraxas Acquisition Documents for the Abraxas Assets after giving effect to all adjustments as of the closing date contemplated by the Abraxas Acquisition Documents.
Acquisition Certificate. The Agents shall have received a certificate, dated the date of the initial Credit Extension, of an Authorized Officer of the US Borrower certifying as to a true and complete copy of (i) the Merger Agreement and, if available on or prior to the Closing Date, the Action Purchase Agreement (and, to the extent requested by the Agents, all other certificates, filings, documents, consents, approvals, board of directors resolutions and opinions furnished pursuant to or in connection therewith) and (ii) the Windward Management Agreement.
Acquisition Certificate. A duly executed copy of the Acquisition Certificate certified true and correct as to all matters therein by Agent.
Acquisition Certificate. Promptly after the Effective Date, a certificate of a Responsible Officer of the Borrower certifying: (A) that attached thereto is a true and complete list of all Assets for which any seller has elected to cure a title defect, (B) that attached thereto is a true and complete list of all Assets for which any seller has elected to remediate an adverse environmental condition, (C) that attached thereto is a true and complete list of all Assets subject to preferential rights which haven’t been waived or the time period for exercise has not yet expired, and (D) as to the final purchase price for the BP Assets and the Shell Assets after giving effect to all adjustments as of the Effective Date, and subject to post-closing adjustments in each case as contemplated by the Purchase Agreements. Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on “XXXXX”, the Borrower’s website on the Internet at xxx.xxx.xxx or another website identified by the Borrower to the Administrative Agent and which is accessible by the Administrative Agent at no charge or (ii) on which such documents are delivered to the Administrative Agent. Upon its receipt of any such documents that are not posted to XXXXX or such a website, the Administrative Agent shall post such documents to a website available to the Lenders and shall notify the Lenders of such posting. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it by the Administrative Agent or maintaining its copies of such documents.
Acquisition Certificate. The certificate delivered by Agent to Owner pursuant to paragraph (b) of Section 4 hereof in connection with a request for the Initial Advance, substantially in the form of Exhibit A hereto.
Acquisition Certificate. An Acquisition Certificate duly executed by Agent.
Acquisition Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying: (i) true, accurate and complete copies of the material Sundance Acquisition Documents, (ii) that the Borrower has consummated the Sundance Acquisition, substantially in accordance with the terms of the Sundance Acquisition Documents (without waiver or amendment of any material term or condition thereof not otherwise acceptable to the Administrative Agent) and that the Borrower acquired all of the Sundance Assets contemplated by the Sundance Acquisition Documents and (iii) as to the purchase price determined by the Sundance Acquisition Documents for the Sundance Assets after giving effect to all adjustments as of the closing date contemplated by the Sundance Acquisition Documents.
