Common use of Closing Obligations Clause in Contracts

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) Seller shall execute and deliver: (1) an Assignment, Bill of Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute assign, transfer and deliver: convey the Assets (1specifically excluding the Excluded Assets) by the execution and delivery to Buyer of one or more counterparts of an assignment in the form of the “Assignment, Bill of Sale Conveyance and ▇▇▇veyances in the form ▇ of Sale” attached hereto as Exhibit "F" (F and made a part hereof. Seller shall also execute such additional deeds, conveyances and bills of sale as may be necessary to convey the "Assignment"Assets to Buyer; provided that any such additional deeds, conveyances or bills of sale shall not warrant the condition of personal property, but shall warrant title only against adverse claims made by persons claiming by, through or under Seller, but not otherwise. In addition to the foregoing, the instruments executed pursuant to this Section 8.02(a) (shall be executed in multiple originals and counterparts sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed approved by Buyer, which sets Buyer (herein called the “Preliminary Settlement Statement”) that shall set forth the Adjusted Purchase Price reflecting Closing Amount (as hereinafter defined) and each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer amount. The term “Closing Amount” shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer mean the Adjusted Purchase Price or less the Adjustment Payment Performance Deposit, adjusted in accordance with Section 2.02 and other provisions of this Agreement using the best information (if Buyer is the Party that owes the Adjustment Payment)including estimated data) then available. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) Seller Sellers shall execute and deliver: (1) an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto as Exhibit "FD" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (ii) Seller Sellers and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver by direct bank or wire transfer to Seller Sellers or to Seller's Sellers' account (at such place as may be designated by Seller Sellers in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to the Closing) by direct bank or wire transfer the Money Payment of the Adjusted Purchase Price or and shall deliver to Seller the Adjustment Stock Payment (if Buyer is of the Party that owes the Adjustment Payment)Adjusted Purchase Price. (iv) Seller Sellers shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer. (v) Buyer shall execute and deliver to Sellers the Letter-of-Credit Note.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall assign, transfer and convey the Assets to Buyer. Seller shall execute and deliver: (1) an one or more assignments of all or part of the Assets to be conveyed by it, as may be reasonably requested by Buyer, on the form of "Assignment, Bill of Sale Conveyance and ▇▇▇veyances in the form ▇ of Sale" attached hereto as Exhibit "FJ" and made a part hereof. Seller shall also execute such additional deeds (including, but not limited to, special warranty deeds for each of the "Assignment"Plants), conveyances and bills of sale as may be necessary to convey the Assets to Buyer; provided that any such additional deeds, conveyances or bills of sale shall not warrant the condition of the Assets, and shall warrant title only against claims made by persons claiming by, through or under Seller, but not otherwise. In addition to the foregoing, the instruments executed pursuant to this Section 8.02(a) (shall be executed in multiple originals and counterparts sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement prepared by Seller and approved by Buyer (herein called the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets that shall set forth the Adjusted Purchase Price reflecting Closing Amount (as hereinafter defined) and each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer amount. The term "Closing Amount" shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer mean the Adjusted Purchase Price or less the Adjustment Payment Performance Deposit, adjusted in accordance with Section 2.02 using for such adjustments the best information (if Buyer is the Party that owes the Adjustment Payment)including estimated data) then available. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute and deliver: (1) an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto and made a part hereof as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; and (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement; including, but not limited to, appropriate change of operator forms. (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iiic) Buyer shall deliver by direct bank or wire transfer to Seller or to Seller's account on behalf of Seller (at such place as may be designated by Seller in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to Closingthe Closing Date) by direct bank or wire transfer the Money Payment of the Adjusted Purchase Price or and shall deliver to Seller the Adjustment Stock Payment of the Adjusted Purchase Price (if Buyer is less the Party that owes amount of the Adjustment PaymentDeposit). (ivd) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer. (e) Buyer and Seller shall execute and deliver the Registration Rights Agreement, as defined in Section 9.5 below.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (iA) Purchaser shall deliver to Seller shall execute the balance of the Cash Component of the Purchase Price, as defined above that is due and deliver: (1) an Assignmentowing Seller, Bill at Closing, under the terms of Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iiB) Purchaser shall deliver to Seller, an “IOU” for the Shares due and owing Seller and Buyer shall execute and deliver a preliminary settlement statement (as the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer“Share Component” of the Purchase Price, which sets forth in the Adjusted Purchase Price reflecting each adjustment and form found in Exhibit C, specifying the calculation number of such adjustments used Shares, to determine such amounts as provided in Section 2.5be ultimately delivered to Seller. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (ivC) Seller shall deliver on forms supplied to Purchaser a fully executed and recordable Assignment and Conveyance (the “Assignment”) in the form shown in Exhibit B. (D) Seller shall deliver to Purchaser adequate evidence to show that all consents and approvals required for the sale and conveyance of the Assets by Buyer transfer orders Seller to Purchaser have been obtained. (E) The Parties agree to execute such other instruments as necessary to carry out their respective obligations under this Agreement. (F) The Purchaser shall be responsible for the recording of the Assignments in the Office of the Clerk and Recorder, in ▇▇▇▇▇ or letters in lieu thereofWeld Counties, directing the operator Colorado, whichever is appropriate, and shall provide a copy to make payment of proceeds attributable to production from the Interests after the Effective Time to BuyerSeller.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute execute, acknowledge and deliver: (1) deliver to Buyer an Assignment, Bill B▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) E, conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests Assets to Buyer with a special warranty of title by, through and otherwise effectuate the transactions contemplated by this Agreement.under Seller but not otherwise; (iib) The Parties shall execute the Settlement Statement; (c) Buyer shall deliver the Closing Amount to Seller by wire transfer in immediately available funds; (d) Seller and Buyer shall execute and deliver to Buyer a preliminary settlement statement (Certificate of Non-Foreign Status in the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts form attached as provided in Section 2.5.Exhibit F; (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (ive) Seller shall execute, acknowledge and deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, thereof notifying all purchasers of production of the change in ownership of the Assets and directing the operator all purchasers of production to make payment to Buyer of proceeds attributable to production from the Interests after Assets; (f) Seller shall deliver to Buyer a release, in recordable form, of the Effective Time to Buyermortgage encumbering the Assets; and (g) The Parties shall take such other actions and deliver such other documents as are contemplated by this Agreement.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute assign, transfer and deliver: convey the Assets (1specifically excluding the Excluded Assets) by the execution and delivery to Buyer of one or more counterparts of an assignment in the form of the “Assignment, Bill of Sale Conveyance and ▇▇▇veyances in the form ▇ of Sale” attached hereto as Exhibit "F" (F and made a part hereof. Seller shall also execute such additional deeds, conveyances and bills of sale as may be necessary to convey the "Assignment"Assets to Buyer; provided that any such additional deeds, conveyances or bills of sale shall not warrant the condition of personal property, but shall warrant title only against adverse claims made by persons claiming by, through or under Seller, but not otherwise. In addition to the foregoing, the instruments executed pursuant to this Section 8.02(a) (shall be executed in multiple originals and counterparts sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed approved by Buyer, which sets Buyer (herein called the “Preliminary Settlement Statement”) that shall set forth the Adjusted Purchase Price reflecting Closing Amount (as hereinafter defined) and each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer amount. The term “Closing Amount” shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer mean the Adjusted Purchase Price or less the Adjustment Payment Performance Deposit, adjusted in accordance with Section 2.02 and other provisions of this Agreement using the best information (if Buyer is the Party that owes the Adjustment Payment)including estimated data) then available. in writing. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute and deliver: (1) an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto and made a part hereof as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; and (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iiic) Buyer shall deliver to Seller the Closing Payment by direct bank or wire transfer to Seller's account (at such place as may be designated by Seller in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment PaymentClosing Date). (ivd) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) Seller shall execute and deliver: (1) an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment)Price. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) Seller shall execute and deliver: (1) an Assignment, Bill B▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto as Exhibit "FD" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver by direct bank or wire transfer to Seller or to Seller's account (at such place as may be designated by Seller in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer on the Closing Date the Money Payment of the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment)Price. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (i) Seller shall execute and deliver: (1) an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached hereto as Exhibit "FD" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice, such notice to be delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment)Price. (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator or purchaser to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall occur: (a) Seller shall deliver or cause to be delivered and to Buyer the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the othersfollowing: (i) Seller shall execute The original of a general warranty deed, in form reasonably satisfactory to counsel for Buyer and deliver: (1) an Assignmentduly executed by Seller, Bill of Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, Property subject only to the Permitted EncumbrancesExceptions and ad valorem real property taxes for the year in which the Closing occurs and subsequent years. (ii) An Affidavit, duly executed by Seller, attesting to the absence, unless otherwise provided for herein, of any claims of lien or potential lienors known to Seller and further attesting that there have been no improvements to the Property within the period of ninety (90) days immediately preceding the Closing Date; and (2iii) such Such other instruments documents as may shall be reasonably required to convey consummate the Interests to Buyer and otherwise effectuate the transactions contemplated by transaction provided for in this Agreement. (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) The portion of the Purchase Price payable at the Closing in the form and manner otherwise provided in this Agreement; and (ii) Evidence satisfactory to Seller and the title insurance company or its agent that the person executing the Closing documents on behalf of Buyer shall execute has full right, power and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used authority to determine such amounts as provided in Section 2.5.do so; and (iii) Buyer Such other documents as shall deliver be reasonably required to Seller or to Seller's account (at such place as may be designated by Seller consummate the transaction provided for in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment)this Agreement. (ivc) Seller shall deliver to Buyer possession of the Property on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment date of proceeds attributable to production from the Interests after the Effective Time to BuyerClosing.

Closing Obligations. At Concurrent with the Closingexecution of this Agreement, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others others, and each being deemed to have occurred simultaneously simultaneous with the others: (ia) Seller, Buyer, Bens▇▇ ▇▇▇eral Group, Inc. and Producers Service Incorporated shall execute and deliver a Closing Agreement, and the conditions precedent in the Closing Agreement shall have been fully satisfied as of the Closing. (b) Seller shall execute execute, acknowledge and deliver: (1) an Assignment, deliver to Buyer a mutually acceptable Assignment and Bill of ▇▇ Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) and such other instruments special forms of assignment, if any, required for federal and state leases as may be required necessary, conveying the Properties (other than properties excluded under Section 4.3), effective as of the Effective Date to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement.Buyer; (iic) Seller and Buyer shall execute and deliver a preliminary settlement statement showing the Preliminary Purchase Price adjusted in accordance with this Agreement (the "Preliminary Settlement StatementClosing Amount"); (d) prepared by Seller shall furnish Buyer evidence of the release or termination statements, in form and confirmed by Buyersubstance satisfactory to Buyer and its counsel, which sets forth of the Adjusted Purchase Price reflecting each adjustment and liens on the calculation of such adjustments used to determine such amounts as provided Properties associated with the Loan Documents described in Section 2.5.1.8(f); (iiie) Buyer shall deliver to Seller, or its designee, the Closing Amount by wire transfer in immediately available funds; (f) For each of the Properties which Seller or to Seller's account (at such place as may be designated by operates, Seller in a written notice delivered shall execute and deliver to Buyer not less than two (2) Business Days prior a COGCC Form 10, Change of Operator, and cooperate with Buyer and use its best efforts to Closing) by direct bank or wire transfer assist Buyer in assuming the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment).timely operation and management of such Properties; and (ivg) Seller shall deliver on forms supplied by to Buyer transfer orders or letters in lieu thereof, directing exclusive possession of the operator to make payment of proceeds attributable to production from Properties (other than the Interests after the Effective Time to BuyerProperties excluded under Section 4.3).

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being all of which shall be deemed to have occurred simultaneously with the otherssimultaneously: (i) Seller shall execute and deliver: (1) an Assignment, Bill of Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; (2) such other instruments as may be required to convey the Interests to Buyer and otherwise effectuate the transactions contemplated by this Agreement. (iia) Seller and Buyer Purchaser shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") " prepared by Seller and confirmed approved by Buyer, which Purchaser that sets forth the Adjusted Purchase Price reflecting each adjustment and all adjustments thereto, based on the calculation of such adjustments used best information then available to determine such amounts as provided in Section 2.5the Parties. (iiib) Buyer Purchaser shall deliver the Purchase Price to Seller or by wire transfer of funds to Seller's a bank and bank account (at such place as may be designated by Seller in a written notice delivered to Buyer Purchaser not less than two (2) Business Days business days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (ivc) Seller shall execute and deliver on to Purchaser the "Assignment, ▇▇▇▇ Of Sale & Conveyance" set forth as Exhibit "G" attached hereto, conveying to Purchaser, the Interests. (d) Seller shall execute and deliver to Purchaser all necessary state, federal, Indian or other governmental agency forms supplied by Buyer transfer orders or letters in lieu thereofof assignments necessary to convey the Interests to Purchaser. (e) Seller and Purchaser shall execute, and deliver "Letters In Lieu Of Transfer Orders" directing the operator purchasers of production to make payment to Purchaser of the proceeds attributable to production from the Interests after the Effective Time to BuyerInterests.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) the Seller shall have executed and delivered to Buyer the Assignment and ▇▇▇▇ of Sale in the form of Exhibit E duly executed by the Seller; (b) the Seller and Buyer shall each deliver a certificate duly executed by an officer thereof confirming that the conditions set forth in Sections 10.2(a) and (b) and 10.1(a) and (b), respectively, have been satisfied; (c) the Parties shall execute and deliver the Settlement Statement agreed to in accordance with Section 2.4; (d) the Seller shall execute and deliver: deliver to Buyer a certificate of non-foreign entity status whereby the Seller certifies that it is not a "foreign person" within the meaning of Section 1445 of the Code; (1e) an Assignment, Bill Buyer shall cause the Closing Payment to be paid by wire transfer of Sale and ▇▇▇veyances in the form attached as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject immediately available funds to the Permitted Encumbrancesaccount(s) designated by the Seller in writing; (f) each Person listed on Schedule 8.1(d) shall deliver a Pay-Off Letter addressed to Buyer signed by such Person and Buyer shall cause the applicable Pay-Off Amount to be paid to each such Person by wire transfer of immediately available funds to the account(s) designated by the Seller in writing conditioned upon their delivery of the Lien Releases; (g) the Seller shall deliver, or cause to be delivered, the Lien Releases and a recordable form of release of any other pledges, mortgages, financing statements, fixture filings and security agreements, if any, affecting the Assets; and (2h) the Parties shall take such other instruments actions and deliver such other documents as may be required to convey the Interests to Buyer and otherwise effectuate the transactions are contemplated by this Agreement. (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (iv) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyer.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller and Buyer shall execute execute, acknowledge and deliver: deliver to Buyer (1i) an Assignment, Bill B▇▇▇ of Sale and ▇▇▇veyances Conveyance of the Assets effective as of the Effective Time substantially in the form attached of Schedule 12.3(a)(i) with a special warranty of title by, through and under Seller but not otherwise and with no warranties, express or implied, as Exhibit "F" (the "Assignment") (in sufficient counterparts to facilitate recording) conveying the Interests, subject to the Permitted Encumbrances; personal property, fixtures or condition of the Assets which are conveyed “as is, where is” and (2ii) such other instruments as may be required assignments, bills of sale, or deeds necessary to convey transfer the Interests Assets to Buyer including without limitation federal and otherwise effectuate the transactions contemplated by this Agreement.state forms of assignment; (iib) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement"; (c) prepared Buyer shall cause the Preliminary Purchase Price to be paid by wire transfer in immediately available funds to the applicable account designated by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts in writing as provided in Section 2.5.2.1 above; (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (ivd) Seller shall execute and deliver on forms supplied to Buyer an affidavit of non-foreign status and no requirement for withholding under Section 1445 of the Code in the form of Schedule 12.3(e); and (e) Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by Buyer transfer orders or letters in lieu thereof, directing the operator to make payment of proceeds attributable to production from the Interests after the Effective Time to Buyerthis Agreement.

Closing Obligations. At the Closing, the following documents shall be delivered and the following events shall occur, each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (ia) Seller shall execute execute, acknowledge and deliver: (1) deliver to Buyer an Assignment, Bill ▇▇▇▇ of Sale and ▇▇▇veyances Conveyance in the form attached as Exhibit "F" E (the "“Assignment") (in sufficient counterparts to facilitate recording) ”), conveying the InterestsAssets to Buyer with a special warranty of title by, subject through and under Seller but not otherwise; (b) The Parties shall execute the Settlement Statement; (c) Buyer shall deliver the Closing Amount to Seller by wire transfer in immediately available funds; (d) Seller shall execute and deliver to Buyer a Certificate of Non‑Foreign Status in the Permitted Encumbrances; form attached as Exhibit F; (2e) The Parties shall execute change of operator forms and such other instruments forms as may be required by any Governmental Entity having jurisdiction to convey transfer operation of the Interests Assets to Buyer and otherwise effectuate with respect to the transactions contemplated by this Agreement.Assets; (ii) Seller and Buyer shall execute and deliver a preliminary settlement statement (the "Preliminary Settlement Statement") prepared by Seller and confirmed by Buyer, which sets forth the Adjusted Purchase Price reflecting each adjustment and the calculation of such adjustments used to determine such amounts as provided in Section 2.5. (iii) Buyer shall deliver to Seller or to Seller's account (at such place as may be designated by Seller in a written notice delivered to Buyer not less than two (2) Business Days prior to Closing) by direct bank or wire transfer the Adjusted Purchase Price or the Adjustment Payment (if Buyer is the Party that owes the Adjustment Payment). (ivf) Seller shall execute, acknowledge and deliver on forms supplied by Buyer transfer orders or letters in lieu thereof, thereof notifying all purchasers of production of the change in ownership of the Assets and directing the operator all purchasers of production to make payment to Buyer of proceeds attributable to production from the Interests after Assets; (g) Seller shall deliver to Buyer a release, in recordable form, of the Effective Time to Buyermortgage encumbering the Assets; and (h) The Parties shall take such other actions and deliver such other documents as are contemplated by this Agreement.