SET FORTH THEREIN) INDIVIDUALLY OR IN THE AGGREGATE
HAS NOT HAD, AND WOULD NOT BE REASONABLY LIKELY TO HAVE OR RESULT IN, A MATERIAL
ADVERSE EFFECT ON BUYER.
(C)
CLOSING DELIVERIES.
BUYER SHALL HAVE DELIVERED AT OR BEFORE
CLOSING ALL OF THE ITEMS LISTED IN SECTION 9.2.
ARTICLE IX
DELIVERIES AT CLOSING
9.1
DELIVERIES BY SELLER TO BUYER.
AT THE CLOSING, SELLER OR THE
COMPANY AS IS APPROPRIATE SHALL DELIVER, OR SHALL CAUSE TO BE DELIVERED, TO
BUYER THE FOLLOWING:
(A)
APPROPRIATE EVIDENCE OF THE MEMBERSHIP INTERESTS, AND SUCH
INSTRUMENTS OR DOCUMENTS EVIDENCING THE SALE, ASSIGNMENT, TRANSFER AND
CONVEYANCE BY THE SELLER TO BUYER OF THE MEMBERSHIP INTERESTS IN ACCORDANCE WITH
THE TERMS HEREOF;
(B)
A CERTIFICATE OF BOTH THE COMPANY AND THE SELLER, DATED AS OF THE
CLOSING DATE, SETTING FORTH THOSE RESOLUTIONS AUTHORIZING THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY, AND CERTIFYING THAT SUCH RESOLUTIONS WERE
DULY ADOPTED AND HAVE NOT BEEN RESCINDED OR AMENDED AS OF THE CLOSING DATE;
29
(C)
CERTIFICATE OF BOTH THE COMPANY AND THE SELLER ATTESTING AS TO THE
INCUMBENCY AND SIGNATURE OF EACH OFFICER OF THE COMPANY AND THE SELLER, AS
APPLICABLE, WHO SHALL EXECUTE THIS AGREEMENT AND ANY OTHER AGREEMENT IN
CONNECTION HEREWITH ON BEHALF OF THE COMPANY OR THE SELLER, AS THE CASE MAY BE,
AND CERTIFYING AS BEING COMPLETE AND CORRECT THE COPIES ATTACHED TO SUCH
CERTIFICATE OF THE COMPANY'S CONSTITUENT DOCUMENTS, EACH AS IN EFFECT ON SUCH
DATE;
(D)
A CERTIFICATE OF EXISTENCE OF THE COMPANY FROM THE SECRETARY OF
STATE OF THE STATE OF DELAWARE AND A CERTIFICATE OF THE GOOD STANDING OF THE
COMPANY FROM STATE OF DELAWARE, AND A CERTIFICATE OF QUALIFICATION OF THE
COMPANY AS AN ENTITY AUTHORIZED TO DO BUSINESS IN ALASKA, IN EACH CASE DATED AS
OF A DATE NOT EARLIER THAN 10 DAYS PRIOR TO THE CLOSING DATE;
(E)
THE ORIGINALS OF ALL MINUTE BOOKS, MEMBERSHIP INTERESTS TRANSFER
RECORDS, ELECTRONIC DATA AND CORPORATE AND ALL OTHER RECORDS OF THE COMPANY,
INCLUDING BUT NOT LIMITED TO, ALL LAND, GEOLOGICAL, ENGINEERING AND GEOPHYSICAL
WORK FILES RELATING TO THE COMPANY'S OIL AND GAS PROPERTIES;
(F)
PAY-OFF LETTERS FROM CREDIT SUISSE, JP MORGAN CHASE AND ANY OTHER
PROVIDERS OF COMPANY DEBT IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND ITS
FINANCING SOURCE, SPECIFYING, AMONG OTHER THINGS, THAT ALL OF THE CREDIT
AGREEMENT AND ALL OTHER LOAN DOCUMENTS RELATED THERETO SHALL BE CANCELED UPON
PAYMENT OF THE PAY-OFF AMOUNTS SET FORTH THEREIN, TOGETHER WITH EVIDENCE THAT
ALL LIENS IN FAVOR OF CREDIT SUISSE, JP MORGAN AND ANY OTHER SECURED LENDERS
HAVE BEEN OR, UPON PAYMENT OF THE PAY-OFF AMOUNTS SET FORTH THEREIN WILL BE,
RELEASED (THE "PAY-OFF LETTERS");
(G)
GENERAL RELEASES OF CLAIMS AGAINST THE COMPANY, IN FORM AND
SUBSTANCE SATISFACTORY TO BUYER AND ITS FINANCING SOURCE, FROM SELLER, FOC AND
THEIR AFFILIATES, AND ALL OFFICERS AND DIRECTORS OF THE COMPANY;
(H)
THE RESIGNATION OF EACH OF THE PRESENT DIRECTORS AND OFFICERS OF
THE COMPANY; AND
(I)
ALL CONSENTS OR WAIVERS REFERRED TO ON SCHEDULE