EXHIBIT C (SINGULARLY WITH RESPECT TO EACH
ITEM, THE "ALLOCATED VALUE" AND COLLECTIVELY, THE "ALLOCATED VALUES"), SHALL
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BE BINDING ON SELLER AND BUYER AND SHALL BE USED ONLY FOR THE PURPOSES OF
ADJUSTING THE BASE PURCHASE PRICE PURSUANT TO SECTIONS 4.3 (RELATING TO TAXES),
5.4 (RELATING TO TITLE DEFECTS), 15.1 (RELATING TO CASUALTY LOSSES), AND 6.4
(RELATING TO ADVERSE ENVIRONMENTAL CONDITIONS), AND ARE NOT INTENDED AS A
MEASURE OF VALUE FOR ANY OTHER PURPOSE.
3.
CLOSING.
3.1
CLOSING.
THE SALE AND PURCHASE OF THE MEMBERSHIP INTERESTS
("CLOSING") SHALL BE HELD AT OR BEFORE 9:00 A.M. ON OCTOBER 1, 2008 ("CLOSING
DATE").
THE CLOSING WILL TAKE PLACE AT THE OFFICES OF THE COMPANY, IN FORT
WORTH, TEXAS.
3.2
DELIVERY BY SELLER.
AT CLOSING, SELLER SHALL DELIVER TO BUYER:
(A)
AN ASSIGNMENT OF THE MEMBERSHIP INTERESTS AND/OR, AS APPLICABLE,
CERTIFICATES REPRESENTING THE MEMBERSHIP INTERESTS, DULY ENDORSED (OR
ACCOMPANIED BY DULY EXECUTED STOCK POWERS);
(B)
EXCEPT FOR THE EXCLUDED ASSETS, ALL PERSONAL PROPERTY OF THE
COMPANY, INCLUDING, WITHOUT LIMITATION, (I) ALL FILES AND DATA (INCLUDING THOSE
IN ELECTRONIC FORM OR OTHERWISE), CONTRACTS, RECORDS, AND (II) SPECIFICALLY,
LEASE RECORDS, WELL RECORDS, AND DIVISION ORDER RECORDS; WELL FILES AND PROSPECT
FILES; TITLE RECORDS (INCLUDING ABSTRACTS OF TITLE, TITLE OPINIONS AND
MEMORANDA, AND TITLE CURATIVE DOCUMENTS RELATED TO THE LEASES AND WELLS);
CONTRACTS AND CONTRACT FILES; CORRESPONDENCE; COMPUTER DATA FILES; MICRO-FICHE
DATA FILES; GEOLOGICAL, GEOPHYSICAL AND SEISMIC RECORDS, INTERPRETATIONS, DATA,
MAPS AND INFORMATION, PRODUCTION RECORDS, ELECTRIC LOGS, CORE DATA, PRESSURE
DATA, DECLINE CURVES AND GRAPHICAL PRODUCTION CURVES; AND ACCOUNTING RECORDS
(ALL SUCH ITEMS IN (II) ARE COLLECTIVELY REFERRED TO HEREIN AS THE "RECORDS");
(C)
ON OR BEFORE THE CLOSING DATE, THE WRITTEN RESIGNATIONS OF ALL
OFFICERS, MANAGERS AND EMPLOYEES OF THE COMPANY;
(D)
EXECUTED RELEASES OF ANY MORTGAGES OR FINANCING STATEMENTS IN FAVOR
OF ANY THIRD PARTY THAT MAY BE CURRENTLY ENCUMBERING THE OIL AND GAS PROPERTIES
OR ANY OTHER ASSETS OF THE COMPANY;
(E)
AN EXECUTED CLOSING ADJUSTMENT STATEMENT;
(F)
SHAREHOLDER OR MEMBER RESOLUTIONS, AS APPLICABLE, OF THE COMPANY
AND SELLER, CERTIFIED BY THE SECRETARY OR OTHER APPROPRIATE OFFICER OF THE
COMPANY AND SELLER, AUTHORIZING THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY; AND
(G)
SUCH OTHER DOCUMENTS AS SELLER MAY REASONABLY REQUEST.
3.3
DELIVERY BY BUYER.
AT CLOSING, BUYER SHALL DELIVER TO SELLER:
(A)
THE PURCHASE PRICE SET FORTH IN THE CLOSING ADJUSTMENT STATEMENT BY
WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS, LESS THE DEPOSIT; AND
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(B)
AN EXECUTED CLOSING ADJUSTMENT STATEMENT.
3.4
FURTHER COOPERATION.
AT THE CLOSING AND THEREAFTER AS MAY BE
NECESSARY, SELLER AND BUYER SHALL EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS AND
DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY TO EVIDENCE
AND EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.
ACCOUNTING ADJUSTMENTS.
4.1
CLOSING ADJUSTMENTS.
WITH RESPECT TO MATTERS THAT CAN BE
DETERMINED AS OF THE CLOSING, SELLER SHALL PREPARE, IN ACCORDANCE WITH THE
PROVISIONS OF THIS ARTICLE 4, A STATEMENT (THE "CLOSING ADJUSTMENT STATEMENT")
WITH RELEVANT SUPPORTING INFORMATION SETTING