Common use of Obligations of Seller at Closing Clause in Contracts

Obligations of Seller at Closing. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) A duly executed counterpart of the Assignment of Membership Interests; (b) Resignations of the managers of the Company and the Subsidiaries that were appointed by Seller under the LLC Agreement from their position as manager of such Company or any such Subsidiary, effective on or before the Closing with mutual releases of all claims against one another; provided, that such release by the managers shall exclude (i) rights to indemnification under any provisions of the limited liability company agreement, certificate of formation, or other governing documents of the Acquired Companies, (ii) payment and other benefits to which such manager is entitled to as an employee under agreements, at-will arrangements or any Employee Plan; and (iii) rights relating to any other terms of employment, or to director and officer insurance; (c) A duly executed counterpart of the agreement in the form and substance attached hereto as Exhibit D, which shall terminate or otherwise modify certain JV Agreements, (the “Termination Agreement”); (d) An executed certificate described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code; (e) A certificate duly executed by an officer of Seller, dated as of the Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of the written consents or resolutions of the board of managers and/or managing member of Seller authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with the Closing; (f) A duly executed counterpart of a Restated Management Services Agreement in the form of Exhibit F; (g) An executed termination statement that terminates and/or cancels the UCC Financing Statement filed on May 28, 2013, with the Delaware Department of State in favor of Seller; and (h) All other documents and instruments reasonably required from Seller to transfer the Interests to Purchaser.

Obligations of Seller at Closing. At the Closing, Seller shall deliver is delivering, or cause causing to be delivered delivered, to Purchaser, among other things, Purchaser the following: (a) A the Assignment and Bill of Sale, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed counterpart of the Assignment of Membership Interestsby ▇▇▇▇▇▇ and acknowledged before a notary public; (b) Resignations assignments in form required by any Governmental Body for the assignment of the managers of the Company and the Subsidiaries that were appointed any Assets controlled by Seller under the LLC Agreement from their position as manager of such Company or any such SubsidiaryGovernmental Body, effective on or before the Closing with mutual releases of duly executed by Seller, in sufficient duplicate originals to allow recording and/or filing in all claims against one another; provided, that such release by the managers shall exclude (i) rights to indemnification under any provisions of the limited liability company agreement, certificate of formation, or other governing documents of the Acquired Companies, (ii) payment and other benefits to which such manager is entitled to as an employee under agreements, at-will arrangements or any Employee Plan; and (iii) rights relating to any other terms of employment, or to director and officer insuranceappropriate offices; (c) A duly executed counterpart counterparts of any other forms required by any Governmental Body relating to the agreement in assumption of operations by Purchaser (or its designee), where applicable, as well as any other forms related to the form and substance attached hereto as Exhibit D, which shall terminate or otherwise modify certain JV Agreements, (the “Termination Agreement”)Post-Closing Consents; (d) An a certificate duly executed by the secretary or any assistant secretary of Seller, dated as of Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of the resolutions or unanimous consent of the Board of Directors of the general partner of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and the transactions contemplated hereby, which resolutions or consent shall be dated prior to the date of this Agreement, and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with Closing; (e) an executed certificate described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code; (ef) A certificate the ORRI Conveyance, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by an officer of Seller, dated as of the Closing, (i) attaching ▇▇▇▇▇▇ and certifying on behalf of Seller complete and correct copies of the written consents or resolutions of the board of managers and/or managing member of Seller authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with the Closing; (f) A duly executed counterpart of acknowledged before a Restated Management Services Agreement in the form of Exhibit F;notary public; and (g) An executed termination statement that terminates and/or cancels all other instruments, documents, and other items reasonably necessary to effectuate the UCC Financing Statement filed on May 28terms of this Agreement, 2013, with the Delaware Department of State in favor of Seller; and (h) All other documents and instruments as may be reasonably required from Seller to transfer the Interests to requested by Purchaser.

Obligations of Seller at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following: (a) A Counterparts of the various Partial Assignments and B▇▇▇ of Sale for each county or parish in the form attached hereto as Exhibit G, duly executed counterpart of the Assignment of Membership Interestsand acknowledged by Seller, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices; (b) Resignations Assignments in form required by any Governmental Authority for the assignment of the managers of the Company and the Subsidiaries that were appointed any Assets controlled by Seller under the LLC Agreement from their position as manager of such Company or any such SubsidiaryGovernmental Authority, effective on or before the Closing with mutual releases of duly executed by Seller, in sufficient duplicate originals to allow recording in all claims against one another; provided, that such release by the managers shall exclude (i) rights to indemnification under any provisions of the limited liability company agreement, certificate of formation, or other governing documents of the Acquired Companies, (ii) payment and other benefits to which such manager is entitled to as an employee under agreements, at-will arrangements or any Employee Plan; and (iii) rights relating to any other terms of employment, or to director and officer insuranceappropriate offices; (c) A duly executed counterpart of the agreement in the form and substance attached hereto as Exhibit D, which shall terminate or otherwise modify certain JV Agreements, (the “Termination Agreement”); (d) An executed certificate Executed certificates described in Treasury Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code; (d) Letters-in-lieu of transfer orders with respect to the Properties duly executed by Seller; (e) A certificate duly executed by an officer the secretary or any assistant secretary (or other authorized officer) of Seller, dated as of the Closing, (i) attaching and certifying on behalf of Seller complete and correct copies of the written consents or resolutions of the board of managers and/or managing member of Seller authorizing the executionits right to execute, deliverydeliver, and performance of perform this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Seller the incumbency of each officer of Seller executing this Agreement or any document delivered in connection with the Closing; (f) A duly executed counterpart Where notices of approval are received by Seller pursuant to a Restated Management Services Agreement in the form filing or application under Section 7.6, copies of Exhibit Fthose notices of approval; (g) An executed termination statement that terminates and/or cancels Any other forms required by any Governmental Authority relating to the UCC Financing Statement filed on May 28, 2013, with assignments of the Delaware Department of State in favor of Seller; andAssets; (h) All other documents Releases of any liens as reported by Purchaser to Seller; (i) Counterparts of the Final Participation Agreement, duly executed by Seller; (j) Counterparts of the JOA, duly executed by Seller; (k) Termination of the initial Participation Agreement and instruments reasonably required from Seller to transfer the Interests to PurchaserJOA, duly executed by Seller.