Common use of Transactions on the Closing Date Clause in Contracts

Transactions on the Closing Date. On the date that CVP fixes (hereinafter the “Closing Date”), which shall be (i) within the course of ten (10) calendar days (hereinafter “Days”) following the date on which the Transfer Decree is published in the Official Gazette of the Republic, and (ii) notified to Harvest Vinccler at least five (5) Days in advance, the Parties shall effect the following transactions with the Mixed Company: (A) Forty billion Bolívares (Bs. 40,000,000,000) must be contributed in cash by the Parties in proportion to their stock ownership in the Mixed Company, by means of wire transfers of funds to the bank account of the Mixed Company that it designates; (B) Harvest Vinccler shall (i) transfer to the Mixed Company ownership of all of the tangible assets located in the Republic that are owned by Harvest Vinccler and utilized in connection with the operations derived from the Operating Agreement prior to the Closing Date, which are listed in Annex G, and (ii) exercise its best efforts to assign to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to the petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date, and are listed in Annex G, it being understood that all contracts that are not listed in such Annex shall be maintained under the exclusive responsibility of Harvest Vinccler; and (C) CVP shall (i) ensure that the tangible assets of PPSA that are used in the activities carried out under the Operating Agreement, which are listed in Annex H, are immediately made available to the Mixed Company for the carrying out of its activities, and that thereafter ownership thereof is transferred as soon as possible to the Mixed Company, complying with applicable legal formalities, (ii) exercise best efforts to ensure that PPSA assigns to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date and are listed in Annex H, and (iii) ensure that PPSA enters into the Contract for Sale and Purchase of Hydrocarbons with the Mixed Company in accordance with the form attached hereto as Annex K. It is understood and agreed that the assets and rights referred to in clauses (B) and (C) of this Article 1.4 shall be transferred to the Mixed Company in the condition in which they exist (“as is”), without any cost or charge and without the Parties agreeing to any express or implied guarantee with respect to the condition of such assets and rights at the time of transfer, but with guaranty of title and of non-existence of liens over them. The Parties will agree in good faith on the value of the non-monetary assets contributed. Except for the part of the contribution in cash set forth in clause (A) of this Article 1.4 that corresponds to the par value of the shares to be issued to the shareholders in proportion to their participation in the capital of the Mixed Company, the value of all other contributions made to the Mixed Company pursuant to this Article 1.4 shall be reflected in the financial statements of the Mixed Company as paid-in surplus. The Parties understand that the transactions contemplated in this Article 1.4 and in Article 2.1 will not generate any tax liabilities in the Republic.

Transactions on the Closing Date. On the date that CVP fixes (hereinafter the “Closing Date”), which shall be (i) within the course of ten (10) calendar days (hereinafter “Days”) following the date on which the Transfer Decree is published in the Official Gazette of the Republic, and (ii) notified to Harvest Vinccler HNR Finance at least five (5) Days in advance, the Parties CVP and HNR Finance shall effect the following transactions with the Mixed Company: (A) Forty billion Fourteen Billion Bolívares (Bs. 40,000,000,00014,000,000,000) must be contributed in cash by the Parties CVP and HNR Finance in proportion to their stock ownership in the Mixed Company, by means of wire transfers of funds to the bank account of the Mixed Company that it designates; (B) Harvest Vinccler and HNR Finance shall (i) transfer to the Mixed Company ownership of all of the tangible assets located in the Republic that are owned by Harvest Vinccler or by HNR Finance and utilized in connection with the operations derived from the Operating Agreement prior to the Closing Date, which are listed in Annex G, and (ii) exercise its best efforts to assign to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to the petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date, and are listed in Annex G, it being understood that all contracts that are not listed in such Annex shall be maintained under the exclusive responsibility of Harvest VincclerVinccler and HNR Finance; and (C) CVP shall (i) ensure that the tangible assets of PPSA that are used in the activities carried out under the Operating AgreementAgreement and those used in the fields Temblador, Isleño and El Salto and required for the operations of the Mixed Company which are listed in Annex H, are immediately made available to the Mixed Company for the carrying out of its activities, and that thereafter ownership thereof is transferred as soon as possible to the Mixed Company, complying with applicable legal formalities, (ii) exercise best efforts to ensure that PPSA assigns to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date and are those contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) used in the fields Temblador, Isleño and El Salto prior to the Closing Date and listed in Annex H, and (iii) ensure that PPSA enters into the Contract for Sale and Purchase of Hydrocarbons with the Mixed Company in accordance with the form attached hereto as Annex K. It is understood and agreed that the assets and rights referred to in clauses (B) and (C) of this Article 1.4 shall be transferred to the Mixed Company in the condition in which they exist (“as is”), without any cost or charge and without the Parties agreeing to any express or implied guarantee with respect to the condition of such assets and rights at the time of transfer, but with guaranty of title and of non-existence of liens over them. The Parties CVP and HNR Finance will agree in good faith on the value of the non-monetary assets contributed. Except for the part of the contribution in cash set forth in clause (A) of this Article 1.4 that corresponds to the par value of the shares to be issued to the shareholders in proportion to their participation in the capital of the Mixed Company, the value of all other contributions made to the Mixed Company pursuant to this Article 1.4 shall be reflected in the financial statements of the Mixed Company as paid-in surplus. The Parties understand that the transactions contemplated in this Article 1.4 and in Article 2.1 will not generate any tax liabilities in the Republic.

Transactions on the Closing Date. On (a) At the date that CVP fixes (hereinafter Closing, the “Closing Date”), which shall be Seller will deliver to the Buyer the following: (i) within stock certificates evidencing the course of ten (10) calendar days (hereinafter “Days”) following Shares, in each case endorsed in blank in proper form for transfer or with executed blank stock powers attached, which certificates shall be submitted to the date on which the Transfer Decree is published in the Official Gazette of the Republic, and Company for transfer; (ii) notified to Harvest Vinccler at least five (5) Days a stock certificate representing the Shares, registered in advancethe name of the Buyer, the Parties shall effect the following transactions with the Mixed Company: (A) Forty billion Bolívares (Bs. 40,000,000,000) must be contributed in cash duly executed by the Parties in proportion to their stock ownership in the Mixed Company, by means of wire transfers of funds to the bank account of the Mixed Company that it designates; (Biii) Harvest Vinccler shall (i) transfer to the Mixed Company ownership resignations of all each of the tangible assets located in directors and officers of the Republic that are owned Company; (iv) a copy of the Articles of Incorporation of the Company certified by Harvest Vinccler and utilized in connection with the operations derived from Secretary of State of the Operating Agreement prior State of California as of a date as near as reasonably practicable to the Closing Date, which are listed in Annex G, and ; (iiv) exercise its best efforts to assign to a good standing certificate of the Mixed Company from the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to Secretary of State of the petroleum operations carried out pursuant to the Operating Agreement prior State of California as of a date as near as reasonably practicable to the Closing Date; (vi) a copy of the By-laws of the Company as in effect on the Closing Date certified by the Secretary of the Company; (vii) a notification that the waiting period under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act") has terminated or expired; (viii) the available minute book(s) and the available stock records of the Company; (ix) each of the certificates and other documents contemplated by Article 7 hereof; (x) evidence of the release and termination of the Encumbrances (and related UCC financing statements) set forth on Schedule 2.2(a)(x); (xi) certificates of each director and officer of the Company, in form and substance reasonably satisfactory to the Buyer, dated the Closing Date, certifying that (A) no claims have been brought or, to the best of such Person's knowledge, threatened against such Person which would or may give rise to a right to indemnification from the Company, and are listed (B) such Person has no claim against the Company (other than for any accrued and unpaid wages, benefits and expense reimbursement); (xii) a certificate of Seller, dated as of the Closing Date and sworn to under penalty of perjury, setting forth the name, address and federal tax identification number of Seller and stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Code, such certificate to be in Annex Gthe form set forth in the regulations promulgated thereunder; (xiii) a letter, it being understood that on the Company's letterhead, setting forth all contracts that are not listed information reasonably requested by Buyer relating to the base period research and experimental expenses and other information reasonably requested by the Buyer to allow the Buyer or the Company to claim research and experimental tax credits in such Annex shall be maintained under accordance with the exclusive responsibility relevant sections of Harvest Vincclerthe Code and the regulations promulgated thereunder; and (Cxiv) CVP shall evidence of termination of intercompany agreements (including tax sharing agreements) in form, scope and substance reasonably satisfactory to the Buyer. (b) At the Closing, the Buyer will deliver to the Seller the following: (i) ensure that the tangible assets of PPSA that are used in the activities carried out under the Operating AgreementPurchase Price, which are listed in Annex H, are immediately made available pursuant to the Mixed Company for the carrying out of its activities, and that thereafter ownership thereof is transferred as soon as possible to the Mixed Company, complying with applicable legal formalities, Section 1.3 hereof; (ii) exercise best efforts to ensure a notification that PPSA assigns to the Mixed Company waiting period under the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date and are listed in Annex H, and HSR Act has terminated or expired; and (iii) ensure that PPSA enters into the Contract for Sale and Purchase of Hydrocarbons with the Mixed Company in accordance with the form attached hereto as Annex K. It is understood and agreed that the assets and rights referred to in clauses (B) and (C) of this Article 1.4 shall be transferred to the Mixed Company in the condition in which they exist (“as is”), without any cost or charge and without the Parties agreeing to any express or implied guarantee with respect to the condition of such assets and rights at the time of transfer, but with guaranty of title and of non-existence of liens over them. The Parties will agree in good faith on the value each of the non-monetary assets contributed. Except for the part of the contribution in cash set forth in clause (A) of this certificates and other documents contemplated by Article 1.4 that corresponds to the par value of the shares to be issued to the shareholders in proportion to their participation in the capital of the Mixed Company, the value of all other contributions made to the Mixed Company pursuant to this Article 1.4 shall be reflected in the financial statements of the Mixed Company as paid-in surplus. The Parties understand that the transactions contemplated in this Article 1.4 and in Article 2.1 will not generate any tax liabilities in the Republic6 hereof.