Common use of Closing Deliveries of the Buyer Clause in Contracts

Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by the Member: (a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Member) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; (b) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement; (c) the Buyer shall have executed and delivered an Executive Employee Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing Date; (d) the Buyer shall have delivered the Purchase Price; and (e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments to the Company.

Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by the MemberStockholder: (a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the MemberStockholder) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; (b) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Tax Escrow Agreement; (c) the Buyer shall have executed and delivered an Executive Employee the Consulting Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing DateStockholder; (d) the Buyer shall have executed and delivered the Purchase Pricean Employee Agreement with respect to each Key Employee; and (e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments Transaction Bonus Amount to the Company.

Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by the MemberSellers’ Representative: (a) the Buyer shall have executed and delivered to the Sellers’ Representative an officer’s certificate stating that the representations and warranties of the Buyer contained in this Agreement and in any certificate delivered by the Buyer pursuant hereto are true, correct and complete in all respects and that the covenants and other agreements of the Buyer required by this Agreement to be complied with, performed or satisfied have been complied with, performed or satisfied in all respects; (b) the Buyer shall have executed and delivered to the Sellers’ Representative a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the MemberSellers’ Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect;; and (bc) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement; (c) the Buyer shall have executed and delivered an Executive Employee Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing Date; (d) the Buyer shall have delivered the Purchase Price; and (e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments to the Company.

Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by the MemberStockholders’ Representative: (a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the MemberStockholders’ Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; (b) the Buyer shall have executed and delivered the Registration Rights Agreement, effective as of the Closing; (c) the Buyer and the Escrow Agent shall have executed and delivered the Indemnity Escrow Agreement;; and (cd) the Buyer shall have executed and delivered an Executive Employee Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing Date; (d) the Buyer shall have delivered the Purchase Price; and (e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments to the CompanyVoting Agreement.

Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by to the MemberSellers’ Representative: (a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the MemberSellers’ Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect, and certifying that (i) its officers executing this Agreement and other documents delivered pursuant to this Agreement are incumbent officers and the specimen signatures on the certificate are their genuine signatures, and (ii) the conditions specified in Section 8.4 have been satisfied; (b) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement;; and (c) the Buyer shall have executed and delivered an the Executive Employee Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing Date; (d) the Buyer shall have delivered the Purchase Price; and (e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments to the CompanyEmployment Agreements.