Common use of Deliveries by Acquiror Clause in Contracts

Deliveries by Acquiror. At the Closing, Acquiror shall deliver or cause to be delivered, each of the following: (i) to Contributor, the Unit Consideration in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereof; (ii) to Contributor, the Cash Consideration by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by Contributor and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later than one (1) Business Day prior to the Closing Date; (iii) to Contributor, (a) an assignment of membership interests duly executed by Acquiror and PropCo effecting the transfer from Acquiror to SPOC of ownership of all of the Acquired Interests and (b) an assignment of membership interests duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all of the SUN Retail Interest; (iv) to Contributor, a certificate of an authorized officer of Acquiror, dated as of the Closing Date, to the effect that the conditions specified in Section 8.3(a), Section 8.3(b), Section 8.3(c) and Section 8.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”); (v) to Contributor, a certified copy of the resolutions of (a) the Special Committee recommending approval by the board of directors of the General Partner of this Agreement and the consummation of the transactions described in Section 2.1; and (b) the board of directors of the General Partner approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (vi) a certified copy of the resolutions of the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (vii) to Contributor, a counterpart of the SUN LLC Assignment, duly executed by Acquiror and SPOC; (viii) to Contributor, a counterpart of the SUN Retail Assignment, duly executed by Acquiror; (ix) to Contributor, the Second A&R Company LLC Agreement, duly executed by SPOC; (x) to Contributor, a counterpart of the Guarantee of Collection, duly executed by Acquiror and Sunoco Finance; and (xi) to Contributor, a counterpart of each of the Support Agreements, duly executed by Acquiror and Sunoco Finance.

Deliveries by Acquiror. At the Closing, Acquiror shall deliver or cause to be delivered, each of the following: (i) to ContributorContributors, the Unit Consideration as specified in Schedule 2.1(b), in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereof; (ii) to ContributorContributors, the Cash Consideration as specified in Schedule 2.1(b), by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by each such Contributor and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later than one (1) Business Day prior to the Closing Date; (iii) to ContributorContributors, (a) an assignment of membership interests stock powers duly executed by Acquiror and PropCo effecting the transfer from Acquiror to SPOC of ownership of all of the Acquired Interests and (b) an assignment of membership interests stock powers duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all of the SUN Retail InterestAcquired Interests; (iv) to ContributorContributors, a certificate of an authorized officer of Acquiror, dated as of the Closing Date, to the effect that the conditions specified in Section 8.3(a7.3(a), Section 8.3(b7.3(b), Section 8.3(c7.3(c) and Section 8.3(d7.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”); (v) to ContributorContributors, a certified copy of the resolutions of (a) the Special Committee recommending approval by the board of directors of the General Partner of this the Agreement and the consummation of the transactions described in Section 2.1contemplated hereby; and (b) the board of directors of the General Partner approving and authorizing the execution and delivery of this the Agreement and the Acquiror Partnership Agreement Amendment and the consummation of the transactions contemplated hereby; (vi) a certified copy of to Contributors, the resolutions of Acquiror Partnership Agreement Amendment, which shall have been duly executed by the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;General Partner; and (vii) to Contributorthe Company and/or Computershare, as applicable (with a counterpart of copy to Contributors), the SUN LLC Assignment, duly executed by Acquiror Class A Interests and SPOC; (viii) to Contributor, a counterpart of documentation reasonably necessary for the SUN Retail Assignment, duly executed by Class A Interests to be recorded on the books and records of Acquiror; (ix) to Contributor, the Second A&R Company LLC Agreement, duly executed by SPOC; (x) to Contributor, a counterpart of the Guarantee of Collection, duly executed by Acquiror and Sunoco Finance; and (xi) to Contributor, a counterpart of each of the Support Agreements, duly executed by Acquiror and Sunoco Finance.

Deliveries by Acquiror. At the Closing, Acquiror shall deliver ---------------------- or cause to be delivered, each of delivered to Company the following: (i) to Contributor, the Unit Consideration in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereof; (ii) to Contributor, the Cash Consideration by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by Contributor and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later than one (1) Business Day prior to the Closing Date; (iii) to Contributor, (a) an assignment of membership interests duly executed by Acquiror and PropCo effecting the transfer from Acquiror to SPOC of ownership of all A certificate of the Acquired Interests President of Acquiror confirming the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof as to representations, warranties and covenants of Acquiror. (b) an assignment of membership interests duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all A certificate of the SUN Retail Interest; (iv) to Contributor, a certificate President of an authorized officer of Acquiror, dated Acquiror reaffirming the covenant set forth in Section 4.10 and furnishing the certificates required by Section 7.7 as of the Closing Date, to the effect that the conditions specified in Section 8.3(a), Section 8.3(b), Section 8.3(c) and Section 8.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”);Closing. (vc) to Contributor, a certified A copy of all corporate resolutions authorizing the resolutions of (a) the Special Committee recommending approval by the board of directors execution, delivery and performance of the General Partner of this Agreement and the consummation of the transactions described in Section 2.1; and (b) the board of directors of the General Partner approving and authorizing the execution and delivery of this Agreement Acquiror Agreements, and the consummation of the transactions contemplated hereby;herein and therein, accompanied by the certification of the Secretary of Acquiror to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded. (vid) a certified copy The legal opinion referred to in Section 7.5. (e) Evidence that all Acquiror's Required Consents have been obtained or satisfied. (f) Certificates evidencing the Parent Common Stock to be issued to the Shareholders against receipt of the resolutions certificates for the Company Shares. (g) The Registration Statement, the 424(b) prospectus, written confirmation of the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation effectiveness of the transactions contemplated hereby;Registration Statement and written confirmation that no stop order is in place with respect to the Registration Statement. (viih) to Contributor, a counterpart The cash portion of the SUN LLC Assignment, duly executed by Acquiror and SPOC;merger consideration. (viiii) to Contributor, a counterpart Receipt from the Escrow Agent under the Escrow and Indemnity Agreement confirming receipt of the SUN Retail Assignment, duly executed by Acquiror; (ix) to Contributor, the Second A&R Company LLC Agreement, duly executed by SPOC; (x) to Contributor, a counterpart of the Guarantee of Collection, duly executed by Acquiror and Sunoco Finance; and (xi) to Contributor, a counterpart of each of the Support Agreements, duly executed by Acquiror and Sunoco Finance$2,500,000 into such escrow.

Deliveries by Acquiror. At Subject to the Closingterms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Seller Parties contained herein and in consideration of the sale, assignment, transfer of the Shares, Acquiror shall agrees to deliver or cause to be delivered, each of Sellers at the Closing the following, all reasonably satisfactory in form and substance to Sellers and their respective legal counsel: (i) the Cash Purchase Price to Contributor, be paid to Sellers on the Unit Consideration in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereofClosing Date pursuant to Section 2.2(a); (ii) to Contributor, certificates representing the Cash Consideration by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by Contributor duly and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later validly issued Acquisition Shares (in such reasonable share certificate amounts as a Seller shall request not less than one three (13) Business Day days prior to the Closing DateClosing), with any applicable transfer stamps affixed, issued in the name of Sellers according to Section 2.2(b); (iii) cash to Contributor, (a) an assignment of membership interests duly executed by Acquiror and PropCo effecting Cache Valley Bank sufficient to satisfy the transfer from Acquiror to SPOC of ownership of all of the Acquired Interests and (b) an assignment of membership interests duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all of the SUN Retail InterestLOC Obligation; (iv) to Contributora certificate executed by the Secretary of Acquiror certifying as of the Closing Date (A) a true and completed copy of the resolutions of the board of directors of the Acquiror authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (B) incumbency matters; (v) a certificate of an authorized officer good standing and/or subsistence of Acquiror, dated as of the Closing Date, issued by the Secretary of State of the State of Nevada, that is dated within a reasonable period (not to exceed ten (10) days) prior to the effect that the conditions specified in Section 8.3(a), Section 8.3(b), Section 8.3(c) and Section 8.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”); (v) to Contributor, a certified copy of the resolutions of (a) the Special Committee recommending approval by the board of directors of the General Partner of this Agreement and the consummation of the transactions described in Section 2.1; and (b) the board of directors of the General Partner approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyClosing Date; (vi) a certified copy executed copies of the resolutions of the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyEmployment Agreements; (vii) to Contributor, a counterpart an executed copy of the SUN LLC Assignment, duly executed by Acquiror and SPOCEscrow Agreement; (viii) to Contributor, a counterpart an executed copy of the SUN Retail Assignment, duly executed by AcquirorLock-Up Agreement; (ix) to Contributor, an executed copy of the Second A&R Company LLC Lease Agreement, duly executed by SPOC;; and (x) such other documents and instruments as in the opinion of counsel for Sellers may be reasonably required to Contributor, a counterpart effectuate the terms of this Agreement and to comply with the Guarantee of Collection, duly executed by Acquiror and Sunoco Finance; and (xi) to Contributor, a counterpart of each of the Support Agreements, duly executed by Acquiror and Sunoco Financeterms hereof.

Deliveries by Acquiror. At Subject to the Closingterms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Seller Parties contained herein, in consideration of the sale, assignment and transfer of the Assets, Acquiror shall agrees to deliver (or cause to be delivered) to Seller at the Closing on the Closing Date the following agreements and documents, each of the followingall satisfactory in form and substance to Seller and its respective legal counsel: (i) the wire transfer of the portion of the Purchase Price to Contributorbe paid to Seller on the Closing Date, subject to the Unit Consideration pre-closing adjustment set forth in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereofSection 2.5; (ii) to Contributor, the Cash Consideration by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by Contributor and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later than one (1) Business Day prior to the Closing Date; (iii) to Contributor, (a) an assignment of membership interests duly a certificate executed by the Secretary or an Assistant Secretary of Acquiror and PropCo effecting the transfer from Acquiror to SPOC of ownership of all of the Acquired Interests and (b) an assignment of membership interests duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all of the SUN Retail Interest; (iv) to Contributor, a certificate of an authorized officer of Acquiror, dated certifying as of the Closing DateDate (A) a true and complete copy of the Organizational Documents of Acquiror certified as of a recent date by the Secretary of State of the State of Delaware, to the effect that the conditions specified in Section 8.3(a), Section 8.3(b), Section 8.3(c(B) and Section 8.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”); (v) to Contributor, a certified true an complete copy of the resolutions of (a) the Special Committee recommending approval by the board of directors of the General Partner of this Agreement and the consummation of the transactions described in Section 2.1; and (b) the board of directors of the General Partner approving and Acquiror authorizing the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated herebyhereby and (C) incumbency matters; (viiii) a certified copy certificate of good standing and/or subsistence of Acquiror, dated as of a recent date prior to the Closing, issued by the Secretary of State of the resolutions State of the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (vii) to Contributor, a counterpart of the SUN LLC Assignment, duly executed by Acquiror and SPOC; (viii) to Contributor, a counterpart of the SUN Retail Assignment, duly executed by Acquiror; (ix) to Contributor, the Second A&R Company LLC Agreement, duly executed by SPOC; (x) to Contributor, a counterpart of the Guarantee of Collection, duly executed by Acquiror and Sunoco FinanceDelaware; and (xiiv) to Contributor, a counterpart certificate executed by an officer of each Acquiror certifying that as of the Support AgreementsClosing Date (A) all representations and warranties of Acquiror contained in Article V shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, duly executed and (B) Acquiror shall have performed and satisfied in all respects all agreements and covenants required hereby to be performed by Acquiror it prior to or on the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individually or in the aggregate, has not resulted in and Sunoco Financewould not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change.