Common use of Closing and Post Closing Matters Clause in Contracts

Closing and Post Closing Matters. (i) The closing ("Closing") of ------------------------------------ the transaction contemplated hereby shall take place in the offices of Seller, in Denver, Colorado, on May 3, 2000, at 10:00 a.m. Mountain Time, or at such other date and time as Buyer and Seller may agree ("Closing Date"). (ii) At least five (5) business days before the Closing Date, Seller shall submit to Buyer a proposed statement ("Closing Statement") setting forth the proposed Purchase Price, based on the adjustments for which this Agreement provides. At least two (2) business days before the Closing Date, Buyer shall deliver to Seller a written report proposing and explaining any changes to the Closing Statement; provided however, if Buyer fails to timely deliver such report, Seller's Closing Statement shall be the basis for the Purchase Price. If Buyer timely delivers such report, Seller and Buyer shall make every reasonable effort to agree upon an acceptable Purchase Price prior to Closing, but if the parties fail to reach such Agreement, then at Seller's election: Seller's estimation of the adjustments shall be employed for the purpose of Closing, the Closing shall occur, and differences shall be resolved after the Closing. (b) At the Closing, Seller shall: (i) execute, acknowledge and deliver to Buyer an Assignment and ▇▇▇▇ of Sale ("Assignment") of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B hereto being attached thereto), effective as to runs of oil and deliveries of gas as of 7:00 a.m., Mountain Standard Time on March 1, 2000 ("Effective Date"); (ii) execute and deliver to Buyer letters in lieu of transfer orders (or similar documents), in form acceptable to both parties; (iii) execute and deliver to Buyer an affidavit or other certification (as permitted by the Internal Revenue Code of 1986) having the form and language as Exhibit E attached hereto, to the effect that Seller is not a "foreign person" within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986; and (iv) provide Buyer with Seller's Officer Certificate having the form and language of Exhibit D-1 attached hereto. (c) At the Closing, Buyer shall: (i) deliver to the Seller by wire transfer in immediately available funds, to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit, as such amount may be adjusted in accordance with the terms hereof; (ii) with respect to Assets operated by Seller, execute and deliver to Seller appropriate evidence reflecting change of operator as required by applicable authorities and such evidence as Seller may require that Buyer is qualified with such authorities to succeed Seller as operator; and (iii) provide Seller with Buyer's Officer Certificate having the form and language of Exhibit D-2 attached hereto. (d) Within five (5) days after Closing, Seller will deliver to Buyer the records and other materials described in Section 1(a). (e) Following the Closing, with respect to each Oil and Gas Property as to which Seller is disbursing proceeds of production attributable to other parties entitled thereto, Seller shall: (i) continue to collect proceeds of production during the month in which Closing occurs and be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds from production so collected to the parties entitled to same, with any proceeds from production thereafter collected by Seller to be promptly forwarded to Buyer (who shall thereafter account for same to the parties entitled thereto), and (ii) deliver to Buyer: (A) a copy of its proceeds distribution list (but Seller makes no warranties or representations, express or implied, as to the accuracy of such list) for each such Asset (which list shall include the name, address, social security or tax number, and applicable share of proceeds from production for each party to whom Seller is disbursing such proceeds with respect to such Asset), (B) a list of all parties for whom it is holding in suspense proceeds from production, (C) a list of all parties for whom it is holding in any advance payments made by other working interest owners for operations to be conducted on the Assets, and (D) a check (which shall be delivered within 30 days after the end of the month in which Closing occurs) in an amount equal to all suspended funds and advance payments. Following delivery of the materials referred to in this subsection, Buyer shall be responsible for all disbursements of proceeds from production (including suspense and other disbursements attributable to periods prior to the Effective Date) and such disbursement activities shall be included in the matters which Buyer assumes, and indemnifies Seller with respect to, hereunder, except that Buyer shall neither assume responsibility, nor indemnify Seller, for any penalties, interest, or attorney's fees attributable to such suspense funds insofar as such relate to periods prior to the Effective Date. (f) All production attributable to Seller's interest in the Oil and Gas Properties, and all proceeds from the sale thereof, including proceeds from the sale of any oil in storage above the pipeline connection, and any accounts receivable balances and any related Claims and Damages, any of which are attributable to production prior to the Effective Date, shall be and remain Seller's

Closing and Post Closing Matters. (i) Closing and Closing Date 5.1 The closing (the "Closing") of ------------------------------------ the transaction contemplated hereby within purchase and delivery of the Purchased Shares and the Loan, shall take place occur on the day which is 3 calendar days following the satisfaction of all of the conditions precedent which are set out in Article 4 hereinabove (the offices of Seller, in Denver, Colorado, on May 3, 2000, at 10:00 a.m. Mountain Time, or at such other date and time as Buyer and Seller may agree ("Closing Date"), or on such earlier or later Closing Date as may be agreed to in advance and in writing by each of the Parties hereto. The Closing will occur at the offices of counsel for the Purchaser, Lang ▇▇▇▇▇▇▇▇, Barristers & Solicitors, at 2:00 p.m. (Vancouver time) on the Closing Date. The parties will target September 15, 2003 as the Closing Date. (ii) At least five (5) 5.2 If the Closing Date has not occurred within 120 days of the date hereof the obligation to close may be terminated on 7 days notice by any party unless all the Parties hereto agree in writing to grant an extension of the Closing Date. 5.3 Not less than one business days before day prior to the Closing Date, Seller and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor shall submit also execute and deliver or cause to Buyer be delivered all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to transfer all of the Purchased Shares to the Purchaser free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to: (a) the share certificate representing the Purchased Shares registered in the name of the Vendor, duly endorsed for transfer to the Purchaser with irrevocable stock powers instructing and authorizing the Purchaser's counsel or its assigns to transfer the Purchased Shares to the Purchaser; (b) an assignment of the Loan in a proposed statement form provided by the Purchaser prior to the Closing Date; ("c) copies of or possession of as the Purchaser may reasonably require of all corporate records, material agreements, asset lists, intangible property and rights for the Company's Business and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports and business records of the Company; (d) a certificate of one officer of the Company, dated as of the Closing Statement"Date pursuant to 4.1(f)(vii) setting forth attached to and confirming the proposed Purchase Priceaccuracy of an updated Schedule B; (e) the Escrow Agreement duly executed by the Vendor; and (f) an opinion of counsel to the Company, based on the adjustments for which this Agreement provides. At least two (2) business days before dated as at the Closing Date, Buyer shall deliver and addressed to Seller a written report proposing the Purchaser and explaining any changes its counsel, in form referred to in Section 4.1(f). 5.4 Not less than one business day prior to the Closing Statement; provided howeverDate, if Buyer fails and in addition to timely the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Purchaser shall also execute and deliver or cause to be delivered all such reportdocuments, Seller's Closing Statement resolutions and instruments as are necessary, in the opinion of counsel for the Company and the Vendor, acting reasonably, to effectively issue to the Vendor the Purchased Consideration free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to: (a) a certified copy of the resolutions of the directors of the Purchaser providing for the allotment and issuance by the Purchaser to the Vendor the Sonic Shares, all of which shall be subject to the basis for the Purchase Price. If Buyer timely delivers such report, Seller and Buyer shall make every reasonable effort to agree upon an acceptable Purchase Price prior to Closing, but if the parties fail to reach such Escrow Agreement, then at Seller's election: Seller's estimation of the adjustments shall be employed for the purpose of Closing, the Closing shall occur, and differences shall be resolved after the Closing.; (b) At the Closing, Seller shall: (i) execute, acknowledge and deliver to Buyer an Assignment and ▇▇▇▇ of Sale ("Assignment") acceptance in writing of the Assets, in TSXV to the form attached hereto as Exhibit C (with Exhibits A and B hereto being attached thereto), effective as to runs completion of oil and deliveries of gas as of 7:00 a.m., Mountain Standard Time on March 1, 2000 ("Effective Date")the transactions contemplated herein; (iic) execute and deliver to Buyer letters in lieu a certificate of transfer orders (or similar documents)an officer of the Purchaser, dated as of the Closing Date, acceptable in form acceptable to both parties; (iii) execute the counsel for the Company and deliver to Buyer an affidavit or other certification (the Vendor, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Purchaser contained in the Agreement are true and correct and will be true and correct as permitted of the Closing Date as if made by the Internal Revenue Code of 1986) having Purchaser on the form Closing Date and language as Exhibit E attached hereto, to confirming the effect that Seller is not a "foreign person" within the meaning of Section 1445 (or similar provisions) accuracy and currency of the Internal Revenue Code of 1986Purchaser's publicly filed information; and (ivd) provide Buyer with Seller's Officer Certificate having an opinion of counsel to the Purchaser, dated as at the Closing Date, and addressed to the Company, the Vendor and their respective counsel, in form and language of Exhibit D-1 attached hereto. (c) At the Closing, Buyer shall: (i) deliver substance satisfactory to the Seller by wire transfer in immediately available fundsCompany's and the Vendor's respective counsel, to an account designated by Seller in a bank located in the United States, an amount equal corresponding generally to the Purchase Price minus the Deposit, as such amount may be adjusted in accordance with the terms hereof; (ii) with respect to Assets operated by Seller, execute and deliver to Seller appropriate evidence reflecting change matters requested of operator as required by applicable authorities and such evidence as Seller may require that Buyer is qualified with such authorities to succeed Seller as operator; and (iii) provide Seller with BuyerVendor's Officer Certificate having the form and language of Exhibit D-2 attached hereto. (d) Within five (5) days after Closing, Seller will deliver to Buyer the records and other materials described counsel set forth in Section 1(a4.1(f). (e) Following the Closing, with respect to each Oil and Gas Property as to which Seller is disbursing proceeds of production attributable to other parties entitled thereto, Seller shall: (i) continue to collect proceeds of production during the month in which Closing occurs and be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds from production so collected to the parties entitled to same, with any proceeds from production thereafter collected by Seller to be promptly forwarded to Buyer (who shall thereafter account for same to the parties entitled thereto), and (ii) deliver to Buyer: (A) a copy of its proceeds distribution list (but Seller makes no warranties or representations, express or implied, as to the accuracy of such list) for each such Asset (which list shall include the name, address, social security or tax number, and applicable share of proceeds from production for each party to whom Seller is disbursing such proceeds with respect to such Asset), (B) a list of all parties for whom it is holding in suspense proceeds from production, (C) a list of all parties for whom it is holding in any advance payments made by other working interest owners for operations to be conducted on the Assets, and (D) a check (which shall be delivered within 30 days after the end of the month in which Closing occurs) in an amount equal to all suspended funds and advance payments. Following delivery of the materials referred to in this subsection, Buyer shall be responsible for all disbursements of proceeds from production (including suspense and other disbursements attributable to periods prior to the Effective Date) and such disbursement activities shall be included in the matters which Buyer assumes, and indemnifies Seller with respect to, hereunder, except that Buyer shall neither assume responsibility, nor indemnify Seller, for any penalties, interest, or attorney's fees attributable to such suspense funds insofar as such relate to periods prior to the Effective Date. (f) All production attributable to Seller's interest in the Oil and Gas Properties, and all proceeds from the sale thereof, including proceeds from the sale of any oil in storage above the pipeline connection, and any accounts receivable balances and any related Claims and Damages, any of which are attributable to production prior to the Effective Date, shall be and remain Seller's;

Closing and Post Closing Matters. (i) The closing ("Closing") of ------------------------------------ the transaction contemplated hereby shall take place in the offices of Seller, in Denver, Colorado, on May 3, 2000, at 10:00 a.m. Mountain Time, or at such other date and time as Buyer and Seller may agree ("Closing Date"). (ii) At least five (5) business days before the Closing Date, Seller shall submit to Buyer a proposed statement ("Closing Statement") setting forth the proposed Purchase Price, based on the adjustments for which this Agreement provides. At least two (2) business days before the Closing Date, Buyer shall deliver to Seller a written report proposing and explaining any changes to the Closing Statement; provided however, if Buyer fails to timely deliver such report, Seller's Closing Statement shall be the basis for the Purchase Price. If Buyer timely delivers such report, Seller and Buyer shall make every reasonable effort to agree upon an acceptable Purchase Price prior to Closing, but if the parties fail to reach such Agreement, then at Seller's election: Seller's estimation of the adjustments shall be employed for the purpose of Closing, the Closing shall occur, and differences shall be resolved after the Closing. (b) At the Closing, Seller shall: (i) execute, acknowledge and deliver to Buyer an Assignment and ▇▇▇▇ of Sale ("Assignment") of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B hereto being attached thereto), effective as to runs of oil and deliveries of gas as of 7:00 a.m., Mountain Standard Time on March 1, 2000 ("Effective Date"); (ii) execute and deliver to Buyer letters in lieu of transfer orders (or similar documents), in form acceptable to both parties; (iii) execute and deliver to Buyer an affidavit or other certification (as permitted by the Internal Revenue Code of 1986) having the form and language as Exhibit E attached hereto, to the effect that Seller is not a "foreign person" within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986; and (iv) provide Buyer with Seller's Officer Certificate having the form and language of Exhibit D-1 attached hereto. (c) At the Closing, Buyer shall: (i) deliver to the Seller by wire transfer in immediately available funds, to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit, as such amount may be adjusted in accordance with the terms hereof; (ii) with respect to Assets operated by Seller, execute and deliver to Seller appropriate evidence reflecting change of operator as required by applicable authorities and such evidence as Seller may require that Buyer is qualified with such authorities to succeed Seller as operator; and (iii) provide Seller with Buyer's Officer Certificate having the form and language of Exhibit D-2 attached hereto. (d) Within five (5) days after Closing, Seller will deliver to Buyer the records and other materials described in Section 1(a). (e) Following the Closing, with respect to each Oil and Gas Property as to which Seller is disbursing proceeds of production attributable to other parties entitled thereto, Seller shall: (i) continue to collect proceeds of production during the month in which Closing occurs and be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds from production so collected to the parties entitled to same, with any proceeds from production thereafter collected by Seller to be promptly forwarded to Buyer (who shall thereafter account for same to the parties entitled thereto), and (ii) deliver to Buyer: (A) a copy of its proceeds distribution list (but Seller makes no warranties or representations, express or implied, as to the accuracy of such list) for each such Asset (which list shall include the name, address, social security or tax number, and applicable share of proceeds from production for each party to whom Seller is disbursing such proceeds with respect to such Asset), (B) a list of all parties for whom it is holding in suspense proceeds from production, (C) a list of all parties for whom it is holding in any advance payments made by other working interest owners for operations to be conducted on the Assets, and (D) a check (which shall be delivered within 30 days after the end of the month in which Closing occurs) in an amount equal to all suspended funds and advance payments. Following delivery of the materials referred to in this subsection, Buyer shall be responsible for all disbursements of proceeds from production (including suspense and other disbursements attributable to periods prior to the Effective Date) and such disbursement activities shall be included in the matters which Buyer assumes, and indemnifies Seller with respect to, hereunder, except that Buyer shall neither assume responsibility, nor indemnify Seller, for any penalties, interest, or attorney's fees attributable to such suspense funds insofar as such relate to periods prior to the Effective Date. (f) All production attributable to Seller's interest in the Oil and Gas Properties, and all proceeds from the sale thereof, including proceeds from the sale of any oil in storage above the pipeline connection, and any accounts receivable balances and any related Claims and Damages, any of which are attributable to production prior to the Effective Date, shall be and remain Seller's's property. All such production therefrom, and all proceeds from the sale thereof, attributable to production after the Effective Date shall be Buyer's property. (g) Buyer shall execute, acknowledge and file the Assignment for record immediately upon receipt thereof and will furnish to Seller a copy of the recorded document promptly after Buyer's receipt of such recorded instrument from the clerk in each county or parish in which the Assignment is recorded. In addition, where applicable, Buyer and Seller shall execute any forms required to effect a change of operator for all ▇▇▇▇▇ conveyed herein. (i) Following the Closing, Buyer shall: (A) Promptly take all actions necessary to succeed Seller as the party to any leases, rights-of-way, contracts, bonds, permits, licenses, and any other instrument, and to all duties, obligations, and liabilities to individuals, private entities, or governmental authorities, with respect to the Assets to which Seller was a party or by which it was bound, (B) Assume and fully perform all of Seller's duties, obligations, and liabilities to individuals, private entities, or governmental authorities, with respect to the Assets to which Seller was a party or by which it was bound on and after the Effective Date, including duties, liabilities, and other obligations imposed by any leases, rights-of-way, contracts, bonds, permits, licenses, and any other instrument to which Seller was a party or by which it was bound to the extent such accrued on or after the effective date, and (C) Protect, defend, indemnify, and hold Seller harmless from any and all Claims and Damages with respect to the foregoing provisions of this subsection (i) except to the extent such Claims or Damages arise from: (I) actions taken by Seller prior to the Effective Date, or (II) a failure of Seller to take actions required by Law or contract prior to the Effective Date; provided further, that consistent with but not as a limitation on the foregoing, any and all obligations regarding the plugging and abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties shall be Buyer's rather than Seller's obligation. (ii) At Seller's request, which may be made subsequent to the Closing, Buyer shall promptly execute a document confirming Buyer's assumption of such duties, liabilities, and other obligations under subsection (i), but Seller's failure to request such a document shall not affect Buyer's assumption of such duties, liabilities, and obligations. (iii) Notwithstanding subsections (i) or any other provision hereof to the contrary, responsibility for all Claims and Damages regarding environmental matters shall be governed by Sections 6 and 14.