and abandonment costs or any other matters contained in or
related to the Reserve Report; any environmental information; or any other
material furnished to Buyer by Seller or any director, officer, shareholder,
employee, counsel, agent or advisor of Seller.
ARTICLE VI.
FORMATION OF AND CONVEYANCE TO COMPANY
SECTION 6.1
FORMATION OF COMPANY.
PRIOR TO THE CLOSING, SELLER
SHALL FORM A SINGLE MEMBER DELAWARE LIMITED LIABILITY COMPANY OF WHICH SELLER IS
(AND SHALL REMAIN UNTIL CLOSING) THE SOLE MEMBER (THE "COMPANY").
THE NAME OF
THE COMPANY SHALL BE "CALUMET SUNNILAND, LLC" OR SUCH OTHER NAME AS MAY BE
AGREED BY SELLER AND BUYER.
IN FURTHERANCE OF THE FOREGOING, SELLER SHALL
EXECUTE A LIMITED LIABILITY COMPANY AGREEMENT AND SHALL CAUSE TO BE FILED WITH
THE SECRETARY OF STATE OF DELAWARE A CERTIFICATE OF FORMATION OF THE COMPANY,
SUBSTANTIALLY IN THE RESPECTIVE FORMS ATTACHED HERETO AS EXHIBIT 6.1.
PROMPTLY
UPON RECEIPT OF EVIDENCE OF SUCH FILING WITH THE SECRETARY OF STATE OF DELAWARE,
SELLER SHALL FURNISH A COPY OF SUCH EVIDENCE OF FILING WITH BUYER.
PROMPTLY
FOLLOWING THE FORMATION OF THE COMPANY, SELLER SHALL CAUSE THE COMPANY TO BE
AUTHORIZED TO DO BUSINESS IN THE STATE OF FLORIDA AS A FOREIGN LIMITED LIABILITY
COMPANY.
SECTION 6.2
CONVEYANCE TO COMPANY.
AFTER FORMATION OF THE COMPANY
AND PRIOR TO CLOSING, SELLER SHALL EXECUTE AND DELIVER TO THE COMPANY THE
GENERAL CONVEYANCE, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT 6.2
(THE "CONVEYANCE"), TOGETHER WITH ALL SPECIAL GOVERNMENTAL ASSIGNMENT FORMS AS
MAY BE REQUIRED BY LAW TO BE EXECUTED IN CONNECTION WITH THE CONVEYANCE OF
SPECIFIC ASSETS; PROVIDED THAT THE TERMS AND PROVISIONS OF THE CONVEYANCE SHALL
CONTROL AS TO ANY CONFLICT BETWEEN THE CONVEYANCE AND ANY SUCH SPECIAL
ASSIGNMENT FORMS.
TO THE EXTENT ANY LIENS OR SECURITY INTERESTS SECURING
INDEBTEDNESS (OTHER THAN PERMITTED ENCUMBRANCES) ENCUMBER ANY OF THE ASSETS,
SELLER SHALL CAUSE SUCH LIENS AND SECURITY INTERESTS TO BE TERMINATED AND
RELEASED CONCURRENTLY WITH THE CLOSING.
ARTICLE VII.
TRANSFER REQUIREMENTS
SECTION 7.1
COMPLIANCE.
BUYER'S PURCHASE OF THE MEMBERSHIP
INTERESTS IS EXPRESSLY SUBJECT TO ALL VALIDLY EXISTING AND APPLICABLE TRANSFER
REQUIREMENTS.
PRIOR TO THE CLOSING DATE, SELLER SHALL INITIATE ALL PROCEDURES
WHICH IN SELLER'S GOOD FAITH JUDGMENT ARE REASONABLY REQUIRED TO COMPLY WITH OR
OBTAIN THE WAIVER OF ALL TRANSFER REQUIREMENTS SET FORTH IN SCHEDULE 7.1 WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SELLER SHALL NOT BE
OBLIGATED TO PAY ANY CONSIDERATION TO (OR INCUR ANY COST OR EXPENSE FOR THE
BENEFIT OF) THE HOLDER OF ANY TRANSFER REQUIREMENT IN ORDER TO OBTAIN THE WAIVER
THEREOF OR COMPLIANCE THEREWITH.
11
SECTION 7.2
CERTAIN CONSENTS.
SELLER
AND BUYER WILL USE
COMMERCIALLY REASONABLE EFFORTS AFTER CLOSING TO OBTAIN ALL APPROVALS AND
CONSENTS FROM, AND MAKE ALL FILINGS WITH, ANY APPLICABLE PARTY, INCLUDING
GOVERNMENTAL AUTHORITIES, THAT MAY BE REQUIRED UNDER THE TERMS OF (OR
REGULATIONS SPECIFICALLY APPLICABLE TO) THE OIL AND GAS LEASES AND MATERIAL
CONTRACTS IDENTIFIED ON SCHEDULE 4.1(E) WITH RESPECT TO THE ASSIGNMENT OF THE
INTERESTS COVERED THEREIN FROM SELLER TO THE COMPANY AND