Common use of Deliveries by Sellers to Purchaser Clause in Contracts

Deliveries by Sellers to Purchaser. At the Closing, Sellers shall deliver to Purchaser the following, duly executed: (a) a Tennessee General Warranty deed executed by the applicable Seller with respect to each Purchased Owned Real Property in form and substance reasonably acceptable to Sellers and Purchaser, conveying good and marketable title to each such property subject only to the Permitted Encumbrances (the “Deeds”); (b) an Assignment and Assumption of the Purchased Leases executed by the applicable Seller of each Purchased Leased Real Property subject only to the Permitted Encumbrances, with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(b) (the “Assignment and Assumption of Purchased Leases”); (c) an Assignment and Assumption of the Tenant Leases, executed by the applicable Seller with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(c) (the “Assignment and Assumption of Tenant Leases”); (d) a Xxxx of Sale for the Tangible Personal Property, Fuel Equipment, and Books and Records executed by the applicable Seller substantially in the form attached hereto as Exhibit 4.3(d) (the “Xxxx of Sale”); (e) an Assignment of the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, substantially in the form attached hereto as Exhibit 4.3(e) (the “Assignment of Trade Names”); (f) an Assignment of the ROFR’s and Options, substantially in the form attached hereto as Exhibit 4.3(f) (the “Assignment of ROFR’s and Options”); (g) an Assignment of the Fund Proceeds, substantially in the form attached hereto as Exhibit 4.3(g) (the “Assignment of Fund Proceeds”); (h) a settlement statement executed by Sellers showing all components of the Total Consideration and itemizing the closing costs and pro rations contemplated by this Agreement (the “Settlement Statement”); (i) with respect to each of the Seller entities, a copy of a certificate of existence for each such Seller from the Tennessee Secretary of State dated as of a date reasonably close to the Closing Date; (j) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of the Seller entities who are legal entities certifying that (i) attached thereto are true and complete copies of the duly executed resolutions of each Seller (which will consist of an unanimous consent of all Directors and shareholders of Xxxxxx Petroleum and an unanimous consent of all general partners of the Sellers who are limited partnerships) which authorize (a) the transactions contemplated by this Agreement, and (b) the execution by such Seller of this Agreement and the documents, instruments and agreements to be executed and delivered by such Seller pursuant to this Agreement, together with proof as to the authority of the person(s) executing and delivering this Agreement and such documents, instruments and agreements on such Seller’s behalf; and (ii) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (k) executed FIRPTA certificates from each Seller; (l) an Affidavit of Sellers certifying that the representations and warranties of Sellers set forth in this Agreement are true and correct in all respects on the Closing Date; (m) the Environmental Escrow Agreement (as set forth in Section 8.7(d) below); (n) the Non-Compete and Non-Solicitation Agreement (as set forth in Section 8.12 below); (o) the $100,000.00 or lesser required amount to fund the Sellers’ share of the premium for the PLL policy pursuant to Section 8.7; (p) the Subway Leases (as set forth in Section 9.1(e) below); (q) a freight hauling agreement between Xxxxxx Petroleum and Purchaser in the form attached hereto as Exhibit 4.3(q) (the “Freight Hauling Agreement”); (r) a right of first offer on Xxxxxx Petroleum’s wholesale business in the form attached hereto as Exhibit 4.3(r) (the “Wholesale ROFO Agreement”); (s) the Purchaser Non-Compete Agreement to be delivered pursuant to Section 8.13; (t) a Consent to Transfer Agreement regarding certain Exxon stations in the form attached hereto as Exhibit 4.3(t) (the “Exxon Station Consent”); (u) an Assignment and Assumption of the Mountain View Supply Agreement, executed by the applicable Seller with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(u) (the “Assignment and Assumption of Mountain View Supply Agreement”); and (v) such other documents and instruments as Purchaser may reasonably require.

Deliveries by Sellers to Purchaser. At the Closing, Sellers shall deliver or cause to Purchaser the following, duly executedbe delivered to Purchaser: (a) a Tennessee General Warranty deed executed by the applicable Seller with respect to Deed for each Purchased parcel of Owned Real Property in form and substance reasonably acceptable to Sellers and Purchaserindicated on Schedule 3.11 as being owned by YFC, conveying good and marketable title to each such property subject only to the Permitted Encumbrances (the “Deeds”)as duly executed by YFC; (b) an Assignment the Xxxx of Sale as duly executed by YFC, together with all such other documents and Assumption instruments of sale, assignment, conveyance and transfer, as Purchaser reasonably may deem necessary for the conveyance of the YFC Purchased Leases executed by Assets (including the applicable Seller of each Purchased Leased Real Property subject only Xxxxx 1) to the Permitted Encumbrances, with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(b) (the “Assignment and Assumption of Purchased Leases”)Purchaser; (c) an Assignment the articles of incorporation of each of YFC and Assumption of the Tenant Leases, executed SOG certified by the applicable Seller with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(c) (the “Assignment and Assumption of Tenant Leases”); (d) a Xxxx of Sale for the Tangible Personal Property, Fuel Equipment, and Books and Records executed by the applicable Seller substantially in the form attached hereto as Exhibit 4.3(d) (the “Xxxx of Sale”); (e) an Assignment of the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress, substantially in the form attached hereto as Exhibit 4.3(e) (the “Assignment of Trade Names”); (f) an Assignment of the ROFR’s and Options, substantially in the form attached hereto as Exhibit 4.3(f) (the “Assignment of ROFR’s and Options”); (g) an Assignment of the Fund Proceeds, substantially in the form attached hereto as Exhibit 4.3(g) (the “Assignment of Fund Proceeds”); (h) a settlement statement executed by Sellers showing all components of the Total Consideration and itemizing the closing costs and pro rations contemplated by this Agreement (the “Settlement Statement”); (i) with respect to each of the Seller entities, a copy of a certificate of existence for each such Seller from the Tennessee Secretary of State dated of the State of Alaska as of a date reasonably close not earlier than twenty (20) days prior to the Closing Date; (jd) a USCG Xxxx of Sale as duly executed by NVLC for each NVLC Vessel; PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION (e) the Assumption Agreement as duly executed by YFC; (f) a certificate of good standing for each Seller and SOG from the respective jurisdictions of their formation or incorporation, as the case may be, and from each other jurisdiction in which they are qualified to conduct business; (g) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller, dated as of the Seller entities who are legal entities Closing Date, certifying that to (i) attached thereto are true the certificate or articles of incorporation or formation and complete copies bylaws or limited liability company agreement of such Seller; (ii) resolutions of the duly executed resolutions Board of each Directors or Managers of such Seller (which will consist of an unanimous consent of all Directors approving the execution, delivery and shareholders of Xxxxxx Petroleum and an unanimous consent of all general partners performance of the Sellers who are limited partnerships) Transaction Documents to which authorize (a) it is a party and the transactions contemplated by this Agreement, consummation of the Transactions; and (biii) incumbency and signatures of the execution by officers of such Seller of this Agreement and executing the documents, instruments and agreements to be executed and Transaction Documents delivered by such Seller pursuant to this Agreement, together with proof as to the authority in connection herewith; (h) a certificate of the person(sSecretary or an Assistant Secretary of SOG, dated as of the Closing Date, certifying to (i) executing the articles of incorporation and delivering this Agreement and such documents, instruments and agreements on such Seller’s behalfbylaws of SOG; and (ii) all such resolutions are in full force a list of SOG's directors and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and therebyofficers; (ki) a certificate executed FIRPTA certificates from by the President or any Vice President of each Seller; , dated as of the Closing Date, certifying (li) an Affidavit updated copies of Sellers certifying each of the Schedules referred to in Article III and (ii) that the all representations and warranties of Sellers set forth in this Agreement such Seller herein contained are true and correct complete in all material respects as of the Closing Date as if made thereon and that each Seller has performed or complied in all material respects with the covenants, agreements and obligations required by this Agreement to be performed or complied with by such Seller on or prior to the Closing Date; (j) each landlord estoppel certificate or consent obtained pursuant to Section 5.10 or 10.3(b), respectively; (k) all releases necessary to terminate and discharge any and all Liens (other than Permitted Exceptions) on the YFC Purchased Assets, the NVLC Vessels, the SOG Shares or SOG's assets; (l) the SOG Shares, duly executed in blank or with duly executed blank stock powers attached; (m) the Environmental Escrow Agreement (except as set forth in Section 8.7(d) belowSchedule 8.3(m), the resignations of all the directors and officers of SOG; (n) terminations of the Non-Compete and Non-Solicitation Agreement (as set forth in Section 8.12 below)NVLC Vessel Charters, including a waiver by each of the parties thereto of any rights it may have thereunder against Purchaser; (o) the $100,000.00 or lesser required amount to fund legal opinion of Winston & Xxxxxx LLP, counsel for Sellers, substantially in the Sellers’ share form of the premium for the PLL policy pursuant to Section 8.7Exhibit F; (p) from each Seller a certificate, pursuant to Section 1445 of the Subway Leases Code, dated the Closing Date in form reasonably satisfactory to Purchaser; and PURCHASE AGREEMENT (as set forth in Section 9.1(eYFC/SOG) below);EXECUTION VERSION (q) a freight hauling agreement between Xxxxxx Petroleum such other instruments and Purchaser in the form attached hereto documents as Exhibit 4.3(qare: (i) (the “Freight Hauling Agreement”); (r) a right required by any other provisions of first offer on Xxxxxx Petroleum’s wholesale business in the form attached hereto as Exhibit 4.3(r) (the “Wholesale ROFO Agreement”); (s) the Purchaser Non-Compete this Agreement to be delivered pursuant on or before the Closing Date by Sellers to Section 8.13; Purchaser; or (tii) a Consent to Transfer Agreement regarding certain Exxon stations reasonably necessary, in the form attached hereto as Exhibit 4.3(t) (opinion of Purchaser, to evidence the “Exxon Station Consent”); (u) an Assignment and Assumption performance by Sellers of the Mountain View Supply their obligations under this Agreement, executed by the applicable Seller with consent of the appropriate third party, if required, substantially in the form attached hereto as Exhibit 4.3(u) (the “Assignment and Assumption of Mountain View Supply Agreement”); and (v) such other documents and instruments as Purchaser may reasonably require.