Conveyed Properties definition
Examples of Conveyed Properties in a sentence
Buyer shall be responsible for recording and filing documents associated with the transfer of the Conveyed Properties to it and for all costs and fees associated therewith, including filing the Assignments with appropriate federal, state and local governmental authorities as required by applicable Law.
On each Closing Date, Purchaser will have available sufficient funds to purchase the Shares and any Conveyed Properties to be sold, transferred, assigned, conveyed and delivered on such Closing Date on the terms and subject to the conditions set forth in this Agreement and to consummate the transactions contemplated for the applicable Closing hereunder.
Schedule 4.1(k) sets out all Imbalances associated with the Conveyed Properties (other than the Buyer Operated Properties) as of the Effective Time.
As of the Execution Date, there are no outstanding contractual commitments to make capital expenditures that are binding on the Conveyed Properties (other than the Buyer Operated Properties) and which will individually require expenditures by Buyer after Closing in excess of $50,000 (net to Company Parties’ interest), other than those set forth on Schedule 4.1(o).
In connection with the granting of such access, subject to Section 6.2(b), Buyer agrees that Buyer shall be liable to Seller for any and all damage to the Conveyed Properties arising out of or relating to Buyer’s (or Buyer’s Representatives’) inspection and access to the Conveyed Properties.
Promptly after the Execution Date, the Parties shall use commercially reasonable efforts to enter into a plan (the “Operational Plan”) with respect to the maintenance and operation of the Conveyed Properties from and after the Execution Date until the earlier of the Closing and the termination of this Agreement in accordance with Article XIII (the “Interim Period”).
Cooperating Party shall not be obligated to take title to any property, other than the Conveyed Properties, in the case of Buyer.
Except for such items that are being held in suspense for which the Purchase Price is adjusted pursuant to Section 3.2(b)(viii), all Burdens with respect to the Conveyed Properties (other than the Buyer Operated Properties) have been paid, or if not paid, are being contested in good faith in the normal course of business.
However, if Seller rejects Buyer’s request, Buyer shall have the right, in its sole discretion, to exclude the applicable Conveyed Property from the Conveyed Properties conveyed by Seller to Buyer at Closing in which case the Purchase Price shall be reduced by the Allocated Value of such Retained Property.
From and after the Closing, at the request of Buyer but without further consideration, Seller shall execute and deliver or use commercially reasonable efforts to cause to be executed and delivered such other instruments of conveyance and take such other actions as Buyer reasonably may request to more effectively put Buyer in possession of the Conveyed Properties.