Common use of Closing and Closing Documents Clause in Contracts

Closing and Closing Documents. 7.01. The closing of title, payment of the Purchase Price and delivery of the Deed and all other documents and instruments required hereunder (the "Closing") shall take place at 10:00 a.m. on October 16, 1997, at the office of Purchaser's attorneys, Nixon, Hargrave, Devans & D▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at the offices of Purchaser's lender or its counsel in Manhattan (such time on such date or such time on such other date not later than thirty(30) days thereafter to which Seller or Purchaser may adjourn the Closing is herein called the "Closing Date"). Time shall be of the essence with regard to both Seller's and Purchaser's obligations under this Agreement at 10:00 a.m. on October 31, 1997 (and neither Seller nor Purchaser shall be entitled to adjourn the Closing beyond such date). The deed to be delivered at Closing shall be the usual bargain and sale deed without covenant against grantor's acts, in proper statutory form for recording (the "Deed"), shall be duly executed and acknowledged by Seller and shall be in the form of EXHIBIT C annexed hereto. For convenience, Seller shall omit from the Deed the recital of any and all "subject to" clauses herein contained (including, without limitation, the Permitted Exceptions) and/or any other title exceptions, defects or objections pursuant to which Purchaser is obligated to accept title hereunder or which have been waived or consented to by Purchaser, but the same shall nonetheless survive delivery of the Deed. At the Closing, Seller also shall execute and deliver to Purchaser, an Assignment of Leases, Rents and Security Deposits in the form of EXHIBIT D annexed hereto, a B▇▇▇ of Sale in the form of EXHIBIT E annexed hereto (the parties acknowledging, however, that no portion of the Purchase Price has been allocated towards any personal property) and a General Assignment in the form of EXHIBIT F annexed hereto. 7.02. If a search of title or other records discloses judgments, bankruptcies or other returns against other persons having names the same as, or similar to, that of Seller, Seller will on request deliver to Purchaser or the Title Company an affidavit showing that such judgments, bankruptcies or other returns are not against Seller and such affidavit shall otherwise be in form and content as is sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title. 7.03. If on the Closing Date there may be any other liens or encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy same, provided: (a) Seller shall deliver to Purchaser or the Title Company at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record, together with monies sufficient for the cost of recording or filing said instruments; or (b) Seller, having made arrangements with the Title Company, shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions. The existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements and the Title Company shall take no exception therefor or shall insure the Property against such matters or shall insure against collection thereof out of the Property. 7.04. Seller shall, as indicated below, execute, acknowledge and/or deliver to Purchaser and/or the Title Company or cause to be paid the following items at the Closing: (a) The Deed in accordance with Section 7.01. (b) An acknowledgement by the members of the Old Co- Tenancy that the Property is not subject to the Co-Tenancy Agreement following the Closing. (c) Such other items, if any, as are specifically required to be delivered or paid by Seller under this Agreement. 7.05. Purchaser shall, as indicated below, execute, acknowledge and/or deliver to Seller and/or the Title Company or as Seller may direct or cause to be paid the following items on the Closing Date: (a) The Purchase Price in accordance with the provisions of this Agreement, including the Purchase Money Note and the Guaranty, if such Purchase Price is not paid in all-cash. (b) Such other items, if any, as are specifically required to be delivered or paid by Purchaser under this Agreement.

Closing and Closing Documents. 7.01. The closing of title, payment of parties shall close the Purchase Price and delivery of the Deed and all other documents and instruments required hereunder transaction contemplated by this Agreement (the "Closing") shall take place at 10:00 a.m. on October 16or before July 15, 1997, at the office of Purchaser's attorneys, Nixon, Hargrave, Devans & D▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇2003, or at the offices of Purchaser's lender or its counsel in Manhattan (such time on such date or such time on such other date not later than thirty(30) days thereafter time which is mutually acceptable to which Seller or Purchaser may adjourn the Closing is herein called parties (the "Closing Date"). Time shall be of the essence with regard to both Seller's and Purchaser's obligations under this Agreement at 10:00 a.m. on October 31, 1997 (and neither Seller nor Purchaser shall be entitled to adjourn the Closing beyond such date). The deed to be delivered at Closing shall be the usual bargain and sale deed without covenant against grantor's acts, in proper statutory form for recording (the "Deed"), shall be duly executed and acknowledged by Seller and shall be in the form of EXHIBIT C annexed hereto. For convenience, Seller shall omit from the Deed the recital of any and all "subject to" clauses herein contained (including, without limitation, the Permitted Exceptions) and/or any other title exceptions, defects or objections pursuant to which Purchaser is obligated to accept title hereunder or which have been waived or consented to by Purchaser, but the same shall nonetheless survive delivery of the Deed. At the Closing, Seller the parties shall deliver the following documents: (a) Each respective Assignor shall convey to its Assignee all of Assignor's right, title, and interest in the respective Properties by executing, acknowledging and delivering a recordable blanket Assignment, ▇▇▇▇ of Sale and Conveyance, substantially in the form attached hereto as Exhibit C, modifying the name of Assignor and Assignee as appropriate. As appropriate, Assignor shall also execute, acknowledge, and deliver separate assignments of the Properties on officially approved forms to satisfy applicable statutory and regulatory requirements; (b) Each respective Assignor shall execute and deliver to Purchaserits Assignee a Colorado Oil and Gas Conservation Commission Form 10, an Assignment Change of Leases, Rents and Security Deposits in the Operator form of EXHIBIT D annexed hereto, a B▇▇▇ of Sale in the form of EXHIBIT E annexed hereto (the parties acknowledging, however, that no portion of the Purchase Price has been allocated towards any personal property) and a General Assignment in the form of EXHIBIT F annexed hereto. 7.02. If a search of title or other records discloses judgments, bankruptcies or other returns against other persons having names the same as, or similar to, that of Seller, Seller will on request deliver to Purchaser or the Title Company an affidavit showing that for each Property operated by such judgments, bankruptcies or other returns are not against Seller and such affidavit shall otherwise be in form and content as is sufficient to permit the Title Company to remove such judgments, bankruptcies or other returns as exceptions to title. 7.03. If on the Closing Date there may be any other liens or encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy same, provided: (a) Seller shall deliver to Purchaser or the Title Company at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record, together with monies sufficient for the cost of recording or filing said instruments; or (b) Seller, having made arrangements with the Title Company, shall deposit with the Title Company sufficient monies acceptable to the Title Company to insure the obtaining and the recording of such satisfactions. The existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements and the Title Company shall take no exception therefor or shall insure the Property against such matters or shall insure against collection thereof out of the Property. 7.04. Seller shall, as indicated below, execute, acknowledge and/or deliver to Purchaser and/or the Title Company or cause to be paid the following items at the Closing: (a) The Deed in accordance with Section 7.01. (b) An acknowledgement by the members of the Old Co- Tenancy that the Property is not subject to the Co-Tenancy Agreement following the ClosingAssignor. (c) Such Assignor and Assignee shall execute and deliver to the other items, if anythe Preliminary Settlement Statement. (d) KMG and UXP shall execute and deliver to the intended recipient and the other party hereunder such letters in lieu of transfer orders which are reasonable or necessary to effectuate the transactions contemplated hereunder. (e) Each Assignor shall provide evidence that all consents and approvals prerequisite to the sale and conveyance of its Properties (except for consents and approvals of governmental entities or tribal authorities customarily obtained subsequent to the transfer of title) have been obtained (including without limitation the consents set forth and described in Section 9), as are specifically required well as evidence of waiver or lapse of any unexercised preferential purchase rights applicable to be delivered or paid by Seller under this Agreementthe Properties. 7.05. Purchaser shall, as indicated below, (f) KMG and UXP shall execute, acknowledge and/or and deliver to Seller and/or the Title Company or as Seller may direct or cause to be paid the following items on the Closing Date: (a) The Purchase Price in accordance with the provisions of this Agreementother Pooling Agreements covering T2N-R65W, including the Purchase Money Note Section 19: E/2 and the GuarantyT2N-R66W, if such Purchase Price is not paid in all-cashSection 15: N/2. (bg) Such KMG and UXP shall execute, acknowledge and deliver to the other itemsthe Segregation Agreements, if anysubstantially in the forms attached hereto as Exhibits G-1 and G-2. (h) KMG or UXP, as are specifically required appropriate, shall deliver to be delivered or paid the other the net amount of any payment owing after calculating the adjustments set forth on the Preliminary Settlement Statement. (i) The parties shall execute and deliver any other documents reasonably requested by Purchaser under this Agreementeither party in order to effectuate the rights granted herein.