Common use of Payment on the Closing Date Clause in Contracts

Payment on the Closing Date. At Closing (a) Buyer shall pay Sellers the Closing Date Cash Payment by (i) wire transfer of immediately available funds to Pelu to the account in the United States and in an amount agreed to in writing by CNU and Sellers’ Representative at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Pelu); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Pelu as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, (ii) wire transfer of immediately available funds to Peluca to the account in the United States and in an amount agreed to in writing by CNU and Sellers’ Representative in writing to Buyer at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Peluca, it being understood that in no event will the aggregate amount allocated to Pelu and Peluca pursuant to clause (i) above and this clause (ii) exceed the amount of the Closing Date Cash Payment); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Peluca as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (iii) wire transfer any balance of the Closing Date Cash Payment in immediately available funds to Sellers to the account(s) in the United States in the proportions specified by Sellers’ Representative in writing to Buyer at least two business days prior to the Closing, and (b) CNU shall issue and deliver to Sellers by (i) depositing 1,500,000 of the CNU Shares (the “Escrow Shares”) into escrow with the Escrow Agent to be held and disbursed as provided in the Escrow Agreement, and (ii) delivering to Sellers, in the proportions specified to CNU in writing by the Sellers’ Representative not less than ten (10) business days prior to the Closing Date, certificates representing the balance of the CNU Shares.

Payment on the Closing Date. At Closing (a) Not less than three (3) Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer a written statement (the “Closing Date Estimate”) setting forth (i) Seller Parent’s good faith estimate of the amounts of (A) Net Working Capital and (B) the Working Capital Excess (if any) or the Working Capital Deficit (if any), together with a calculation of the Purchase Price taking into account such estimates (the “Estimated Purchase Price”), based upon the most recent reasonably ascertainable financial information of the Company, and (ii) wire transfer instructions in respect of the payments to be made in accordance with this Section 4.2. Seller Parent shall pay Sellers provide Buyer with a reasonable opportunity to review and comment upon the Closing Date Cash Payment Estimate, and Seller Parent shall consider in good faith any such comments of Buyer. (b) Any estimated Working Capital Deficit or estimated Working Capital Excess, as applicable, included in the Closing Date Estimate shall be determined from the books and records of the Business and calculated in a manner consistent with the illustrative calculation of Net Working Capital set forth in Exhibit B, using the same accounting methods, policies, practices, procedures, employing consistent classifications, judgments and estimation methodologies set forth in the Agreed Accounting Principles, including in respect of format and reflecting the same line items and same categorical adjustments as are reflected in Exhibit B, and, if reasonably requested by Buyer, Seller Parent shall provide Buyer with documentation and data as may be reasonably appropriate to support the calculations set forth therein. (ic) Subject to fulfillment or waiver (where permissible) of the conditions set forth in ARTICLE IX, at the Closing, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds to Pelu the bank account or accounts specified by Seller Parent in accordance with Section 4.2(a), (i) to the account in the United States and in an amount agreed to in writing by CNU and Sellers’ Representative at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Pelu); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be Seller Parent an amount equal to the appraised value of outstanding principal and accrued and unpaid interest under the real property owned by Pelu Intercompany Loans as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, (ii) wire transfer of immediately available funds to Peluca to the account in the United States and in an amount agreed to in writing by CNU and Sellers’ Representative in writing to Buyer at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Peluca, it being understood that in no event will the aggregate amount allocated to Pelu and Peluca pursuant to clause (i) above and this clause (ii) exceed the amount of the Closing Date Cash Payment); provided that if CNU and Sellers’ Representative do not so agree than (ii) to the amount shall be Company an amount equal to the appraised value of Estimated Purchase Price, less the real property owned by Peluca as specified in an appraisal thereof obtained by CNU at its expense prior amount paid to Seller Parent pursuant to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (iii) wire transfer any balance of the Closing Date Cash Payment in immediately available funds to Sellers to the account(s) in the United States in the proportions specified by Sellers’ Representative in writing to Buyer at least two business days prior to the Closing, and (b) CNU shall issue and deliver to Sellers by foregoing clause (i) depositing 1,500,000 of the CNU Shares (the “Escrow Shares”) into escrow with the Escrow Agent to be held and disbursed as provided in the Escrow Agreement, and (ii) delivering to Sellers, in the proportions specified to CNU in writing by the Sellers’ Representative not less than ten (10) business days prior to the Closing Date, certificates representing the balance of the CNU Shares).

Payment on the Closing Date. At Closing (a) At the Closing, Buyer shall pay Sellers (or cause to be paid) the Closing Date Cash Payment cash components of the Base Purchase Price as adjusted pursuant to Section 7.13, less the Deposit and the BLM Holdback, by (i) wire transfer of immediately available funds to Pelu to the an account in the United States and in an amount agreed to specified in writing by CNU and Sellers’ Representative at least two business days Sellers prior to the Closing Date. (which amount b) At Closing, unless the Applicable BLM Leases have been reinstated by the BLM, Buyer shall not pay (or cause to be less than their good faith estimate of the fair market value of the Purchased Assets of Pelu); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Pelu as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable paid) to Sellers’ Representative, (ii) to be held in escrow by the Escrow Agent, by bank wire transfer of immediately available funds to Peluca funds, a deposit in the amount of Five Million Eight Hundred Fifty Thousand and No/100 Dollars ($5,850,000.00) (the “BLM Holdback”), being equal to the account in Allocated Values of the United States three (3) W▇▇▇▇ affected by the BLM Matters (C▇▇▇▇ ▇▇▇▇▇▇▇▇ Federal 3-17-20H, N▇▇▇▇▇ Federal 3-18-19H, and in an amount agreed to in writing by CNU G▇▇▇ Marmalard Federal 3-28-33H) (such W▇▇▇▇, being the “Applicable BLM W▇▇▇▇”, and Sellers’ Representative in writing to Buyer at least two business days prior to the Closing (which amount corresponding Leases, being the “Applicable BLM Leases”). The BLM Holdback shall not be less subject to any lien, attachment, trustee process or any other judicial process of any creditor of Sellers or Buyer other than their good faith estimate any validly perfected lien or attachment that existed as of the fair market value Sellers’ petition date or was granted pursuant to the Order of the Purchased Bankruptcy Court that approved Sellers' debtor-in-possession financing; provided that any such lien or attachment shall be solely to the extent of the Sellers’ (and not Buyer’s) interest in the BLM Holdback, and Buyer’s interest in the BLM Holdback shall be free and clear of any such lien, attachment, trustee process or any other judicial process of any creditor of Sellers or Buyer. At Closing, to the extent permitted by applicable Legal Requirements, Sellers shall assign to Buyer all of their right, title, and interest in and to all Assets of Pelucaassociated with the Applicable BLM W▇▇▇▇ other than the Applicable BLM Leases, it being understood that which the Parties agree shall be retained by Sellers unless reinstated prior to Closing or as otherwise permitted by BLM. At Closing, in no the event will the aggregate amount allocated to Pelu and Peluca Applicable BLM Leases have not been reinstated, Sellers shall engage Buyer as a subcontractor (pursuant to clause a mutually agreeable contract operating agreement in customary form) to undertake operating responsibilities therefor and Buyer will (i) above and this clause (ii) exceed perform as a subcontractor the amount obligations of Sellers as operator of the Closing Date Cash PaymentApplicable BLM W▇▇▇▇, associated drilling spacing unit(s); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Peluca as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (iii) wire transfer any balance of the Closing Date Cash Payment in immediately available funds to Sellers to the account(s) in the United States in the proportions specified by Sellers’ Representative in writing to Buyer at least two business days prior to the Closing, other Assigned Leases and (b) CNU shall issue Interests included therein through reinstatement and deliver to Sellers by (i) depositing 1,500,000 of the CNU Shares (the “Escrow Shares”) into escrow with the Escrow Agent to be held responsible for any costs and disbursed as provided in the Escrow Agreementexpenses related thereto, and (ii) delivering receive any proceeds of production from such Applicable BLM Well(s) and any other rights under the Applicable BLM Leases as consideration for Buyer’s subcontractor services, in each case, to Sellersthe extent permitted by the BLM and applicable Legal Requirements;. Within three (3) Business Days after reinstatement of the Applicable BLM Leases, (i) the Parties shall direct the Escrow Agent to release the BLM Holdback to Sellers (or their assigns), and (ii) Sellers shall transfer the Applicable BLM Leases to Buyer and reasonably cooperate with Buyer as required by the BLM in order to complete the reinstatement and transfer of the Applicable BLM Leases to Buyer. However, in the proportions specified event of a final, non-appealable Order from BLM that the Applicable BLM Leases cannot be reinstated, the Parties shall direct the Escrow Agent to CNU in writing by release the Sellers’ Representative not less than ten (10) business days prior BLM Holdback to Buyer. Buyer shall, and shall cause its employees to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Sellers to seek reinstatement of the Applicable BLM W▇▇▇▇. For clarification, the BLM Holdback shall apply only to the Closing Date, certificates representing Applicable BLM Leases and the balance of the CNU SharesApplicable BLM W▇▇▇▇.

Payment on the Closing Date. At (a) Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article VII, at the Closing. (ai) Buyer shall pay Sellers the Closing Date Cash Payment Consideration by (i) wire transfer of immediately available funds to Pelu to the bank account in the United States and in an amount agreed to in writing or accounts specified by CNU and Sellers’ Representative at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Pelu)Seller; provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Pelu as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (ii) wire transfer of immediately available funds Buyer shall issue to Peluca to Seller or its designated Affiliate the account in the United States and in an amount agreed to in writing by CNU and Sellers’ Representative in writing to Buyer at least two business days prior to the Closing (which amount shall not be less than their good faith estimate of the fair market value of the Purchased Assets of Peluca, it being understood that in no event will the aggregate amount allocated to Pelu and Peluca pursuant to clause (i) above and this clause (ii) exceed the amount of the Closing Date Cash Payment); provided that if CNU and Sellers’ Representative do not so agree than the amount shall be an amount equal to the appraised value of the real property owned by Peluca as specified in an appraisal thereof obtained by CNU at its expense prior to the Closing from an appraiser reasonably acceptable to Sellers’ Representative, and (iii) wire transfer any balance of the Closing Date Cash Payment in immediately available funds to Sellers to the account(s) in the United States in the proportions specified by Sellers’ Representative in writing to Buyer at least two business days prior to the Closing, and Share Consideration. (b) CNU [Reserved.] (c) In furtherance of, and not in limitation of, any of Buyer’s obligations pursuant to this Agreement, Buyer shall issue and deliver to Sellers by (i) depositing 1,500,000 keep Seller reasonably informed regarding the status of Buyer’s financing in connection with the transaction contemplated hereby and, on each of the CNU Shares (the “Escrow Shares”) into escrow with the Escrow Agent to be held Satisfaction Date and disbursed as provided in the Escrow Agreement, and (ii) delivering to Sellers, in the proportions specified to CNU in writing by the Sellers’ Representative not no less than ten three (103) business days Business Days prior to the Closing Date, certificates representing the balance inform Seller in writing of the CNU total number of Additional Issued Buyer Common Shares expected to be issued on the Closing Date, if any, and the issue price of such shares. (d) If, between the date of this Agreement and the Closing Date, the outstanding Buyer Common Shares shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or if Buyer declares or pays dividends (other than the quarterly dividend paid by Buyer consistent with past practice), an appropriate and proportionate adjustment shall be made to the Share Consideration. (e) If prior to the Closing Date the Buyer (other than pursuant to the Issuance, or any issuance of Buyer Common Shares pursuant to an employee benefits plan) issues new Buyer Common Shares (or other securities that are convertible into or exchangeable for or otherwise linked to Buyer Common Shares.) at a purchase (or reference, implied, conversion, exchange or comparable) price per share of less than $8.10 (a “Dilutive Issuance”) then Buyer shall issue to Seller at the Closing Date an additional number of Buyer Common Shares (the “Dilution Shares”) with an aggregate value as of the Closing Date (measured based on the average of the volume weighted average price per share for each of the twenty (20) NYSE trading day period ending three (3) Business Days prior to the Closing Date) equal to the Dilution Amount. The “Dilution Amount” shall mean (x) the number of Buyer Common Shares issued (or that upon conversion or exchange would be issuable) as a result of such Dilutive Issuance, multiplied by (y) the positive difference if any between $8.10 and the purchase (or reference, implied, conversion, exchange or comparable) price per share received by Buyer in such Dilutive Issuance, multiplied by (z) the percentage of the issued and outstanding share capital of Buyer represented by the Share Consideration as of the Closing Date (without taking into account any Dilution Shares issued to Seller on such date)