Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers will deliver (or cause to be delivered) the following: (a) a counterpart to the Xxxx of Sale, duly executed by the applicable Seller; (b) a counterpart to the Omnibus Agreement Amendment, duly executed by the General Partner, the Partnership and the Operating Company; (c) a counterpart to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLC; (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logistics; (e) a counterpart to the Operational Services and Secondment Agreement Amendment, duly executed by the General Partner; (f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLC; (g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLC; (h) a counterpart to the Non-Exclusive License (Bluffton), duly executed by the Partnership; (i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by the Partnership; (j) a counterpart to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed to by the Parties.

Deliveries by Sellers. At the Closing, Sellers will deliver (or cause caused to be delivered) the following::  (a) a counterpart to the Xxxx of Sale, duly executed by the applicable Seller; (b) a counterpart to the Omnibus Agreement Amendment, duly executed by the General Partner, the Partnership and the Operating Company; (c) a counterpart to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLC; (dc) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logistics; (ed) a counterpart to the Operational Services and Secondment Agreement Amendment, duly executed by the General Partner; (fe) a counterpart to the Bluffton Hereford Deed, duly executed by Ethanol Storage LLC; (g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLC; (hf) a counterpart to the Non-Exclusive License (BlufftonHereford), duly executed by the Partnership; (i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by the Partnership; (jg) a counterpart to the Assignment Agreement, duly executed by Logistics; (kh) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (li) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicableHereford, and other customary forms as may be agreed to by the Parties.

Deliveries by Sellers. At the Closing, the Sellers will shall deliver (or cause to be delivered to Buyer (unless previously delivered) the following: (a) a counterpart to the Xxxx of Sale, this duly executed by the applicable SellerAgreement; (b) a counterpart to the Omnibus Agreement Amendment, duly executed by Xxxx of Sale substantially in the General Partner, the Partnership and the Operating Companyform of Exhibit A attached hereto; (c) a counterpart to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLCAssignment and Assumption Agreement substantially in the form of Exhibit B attached hereto (the "Assignment and Assumption Agreement"); (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by LogisticsLease Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the "Lease Assignment and Assumption Agreement"); (e) a counterpart an opinion of counsel to the Operational Services and Secondment Agreement Amendment, duly executed by Sellers substantially in the General Partnerform of Exhibit D attached hereto; (f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLCbooks and records of Sellers as provided in Section 2.3 hereof; (g) a counterpart copies of all necessary consents, approvals, authorizations and waivers of all third parties referred to the Holdings II Deed, duly executed by Ethanol Storage LLCin Section 5.4 hereof; (h) a counterpart copies of resolutions of Sellers' Board of Directors or general partners, as the case may be, authorizing this Agreement and the other agreements, documents and instruments to be executed and delivered by Sellers pursuant hereto and the Non-Exclusive License (Bluffton), duly executed by the Partnership;transactions contemplated hereby and thereby; and (i) a counterpart all other previously undelivered documents, instruments and writings required to be delivered by Sellers on or prior to the Non-Exclusive License (Holdings II), duly executed by the Partnership; (j) a counterpart Closing pursuant to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state this Agreement or local equivalent thereof; and (l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed to by the Partiesotherwise required in connection herewith.

Deliveries by Sellers. At the Closing, Sellers will shall deliver (or cause to be delivered) the followingPurchaser: (a) a counterpart an assignment and assumption agreement to transfer the Xxxx of SaleABN Note, the ABN Note Purchase Agreement and its interest in the Equalization Agreement in the form agreed by Purchaser and Seller Representative, duly executed by the applicable SellerLB1; (b) a counterpart an assignment and assumption agreement to transfer the Omnibus BMG Note, the BMG Note Purchase Agreement Amendmentand its interest in the Equalization Agreement in the form agreed by Purchaser and Seller Representative, duly executed by the General Partner, the Partnership and the Operating CompanyLBSF; (c) a counterpart to any and all documents required for the Storage disclosure and Throughput Agreement Amendment, duly executed by Ethanol Storage LLCregistration of the assignment of the Notes before the Brazilian Central Bank; (d) a counterpart the officer’s certificate required to the Rail Transportation Services Agreement Amendment, duly executed by Logisticsbe delivered pursuant to Sections 10.1(a) and 10.1(b); (e) a counterpart to the Operational Services and Secondment Agreement AmendmentShare Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company, duly executed by so as to effect the General Partnertransfer of the Transferred Equity Interests to the Purchaser, and all books and records and corporate documents of the Company, including the Share Registry Book (Livro de Registro de Ações Nominativas) evidencing the registration of all Transferred Equity Interests in the name of the Purchaser; (f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLCoriginal Notes; (g) a counterpart to the Holdings II Deed, Indemnity Escrow Agreement duly executed by Ethanol Storage LLC;the Seller Representative; and (h) a counterpart to the Non-Exclusive License (Bluffton), duly executed by the Partnership; (i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by the Partnership; (j) a counterpart to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (l) all other instruments and documents of conveyance and instruments transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary and appropriate to convey the Assets Transferred Equity Interests and the Notes to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed to by the PartiesPurchaser.

Deliveries by Sellers. At the Closing, Sellers will deliver (or cause to be delivered) the following: (a) a counterpart to the Xxxx of Sale, duly executed by the applicable Seller; (b) a counterpart to the Omnibus Agreement Amendment, duly executed by the General Partner, the Partnership and the Operating CompanyGreen Plains; (c) a counterpart to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLCGreen Plains Trade Group; (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logistics; (e) a counterpart to the Operational Services and Secondment Agreement Amendment, duly executed by Green Plains; (e) a counterpart to the General PartnerSublease (Madison), duly executed by Green Plains Madison; (f) a counterpart to the Bluffton DeedSpecial Warranty Deed (Mount Xxxxxx), duly executed by Ethanol Storage LLCGreen Plains Mount Xxxxxx; (g) a counterpart to the Holdings II DeedSpecial Warranty Deed (York), duly executed by Ethanol Storage LLCGreen Plains York; (h) a counterpart to the Non-Exclusive License (BlufftonMadison), duly executed by the PartnershipGreen Plains Madison; (i) a counterpart to the Non-Exclusive License (Holdings IIMount Xxxxxx), duly executed by the PartnershipGreen Plains Mount Xxxxxx; (j) a counterpart to the Assignment AgreementNon-Exclusive License (York), duly executed by LogisticsGreen Plains York; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton Ethanol Storage LLC and Green Plains Holdings II LLCLogistics, as applicable, and other customary forms as may be agreed to by the Parties.

Deliveries by Sellers. At the Closing, Sellers will shall deliver (or cause to be delivered) the followingPurchaser: (a) a counterpart to all of the Xxxx Purchased Assets, together with one or more duly executed Bills of Sale, duly executed by the applicable Sellerin form and substance customary for transactions of this nature and reasonably acceptable to Purchaser and Sellers; (b) a counterpart to the Omnibus Agreement Amendment, one or more duly executed by assignment and assumption agreements in form and substance customary for transactions of this nature and reasonably acceptable to Purchaser and Sellers (an "Assignment and Assumption Agreement") and duly executed assignments of the General Partnertrademark and patent registrations and applications included in the Purchased Intellectual Property registered in the name of any Seller, in a form suitable for recording in the Partnership U.S. Patent and Trademark Office (and equivalent offices in jurisdictions outside the Operating CompanyUnited States), and general assignments of all other Purchased Intellectual Property; (c) a counterpart the officer’s certificates required to the Storage be delivered pursuant to Sections 10.1(a) and Throughput Agreement Amendment, duly executed by Ethanol Storage LLC10.1(b); (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed Payoff Letters and termination statements on form UCC-3 or such other appropriate form contemplated by LogisticsSection 3.1(b); (e) a counterpart to the Operational Services and Secondment Agreement Amendment, duly affidavits executed by each Seller, in the General Partnerform prescribed under Treasury Regulation Section 1.1445-2(b), that such Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code; (f) a counterpart to the Bluffton DeedTransition Services Agreement and the Hybrid Agency Agreement, in each case, duly executed by Ethanol Storage LLC;Sellers; and (g) a counterpart all other instruments of assignment, conveyance and transfer (including deeds with respect to the Holdings II Deed, duly executed by Ethanol Storage LLC; (h) a counterpart to the Non-Exclusive License (BlufftonPurchased Owned Real Property), duly executed by the Partnership; (i) a counterpart together with any transfer declarations or other filings, in form and substance reasonably acceptable to the Non-Exclusive License (Holdings II)Purchaser, duly executed by the Partnership; (j) a counterpart to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed necessary to by convey good and marketable title to the PartiesPurchased Assets to Purchaser in accordance with the terms and conditions hereof.

Deliveries by Sellers. At or prior to the Closing, Sellers will shall deliver (or cause to be delivered) the followingBuyer: (ai) a counterpart joinder to the Xxxx Buyer Operating Agreement, duly executed by each Seller; (ii) a release of Saleclaims in the form of Exhibit A attached hereto (the “Release”), duly executed by each Seller; (iii) an independent contractor agreement in the form of Exhibit B attached hereto (the “Independent Contractor Agreement”), duly executed by Xxxxxxx and the Company; (iv) an amended and restated lease for the Cambridge Location in the form of Exhibit C attached hereto, duly executed by the applicable SellerCompany and the Cambridge Location landlord; (bv) a counterpart to an amended and restated lease for the Omnibus Agreement AmendmentGeorgetown Location in the form of Exhibit D attached hereto, duly executed by the General Partner, the Partnership Company and the Operating CompanyGeorgetown Location landlord; (cvi) a counterpart to the Storage and Throughput Agreement AmendmentSecurity Agreement, duly executed by Ethanol Storage LLCeach Seller; (dvii) a counterpart to statement of non-foreign status (a “FIRPTA Certificate”) dated as of the Rail Transportation Services Agreement AmendmentClosing Date, duly executed by Logistics; (e) a counterpart to the Operational Services in form and Secondment Agreement Amendment, duly executed by the General Partner; (f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLC; (g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLC; (h) a counterpart to the Nonsubstance required under Regulations Section 1.1445-Exclusive License (Bluffton2(b)(2), duly executed by the Partnershipeach Seller; (iviii) a counterpart to the Non-Exclusive License (Holdings II)stock powers and assignments separate from certificates, duly executed in blank by each Seller, transferring the PartnershipShares to Buyer; (jix) a counterpart access codes or other information necessary to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms access Company safes and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state other devices or local equivalent thereoflocations used to secure cash or other valuables; and (lx) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and such other customary forms instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be agreed required to by the Partiesgive effect to this Agreement.

Deliveries by Sellers. At the Closing, Sellers will shall deliver (or cause to be delivered) the followingPurchaser: (a) a counterpart to the Xxxx of Sale, duly executed by xxxx of sale in the applicable Sellerform of Exhibit A hereto; (b) a counterpart to the Omnibus Agreement Amendment, duly executed by assumption agreement in the General Partnerform of Exhibit B hereto and duly executed assignments of the U.S. trademark registrations and applications included in the Purchased Intellectual Property, in the Partnership form attached hereto as Exhibit D (the "Trademark Assignment Agreement"), and the Operating Companygeneral assignments of all other Purchased Intellectual Property; (c) a counterpart copies of all consents, waivers and approvals referred to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLCin Section 10.3(e); (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logisticsaffidavits of non-foreign status for each Seller that comply with Section 1445 of the Code; (e) a counterpart to copy of the Operational Services and Secondment Agreement Amendment, duly executed by the General PartnerSale Order; (f) a counterpart the officer's certificate required to the Bluffton Deed, duly executed by Ethanol Storage LLCbe delivered pursuant to Sections 10.1 (a) and 10.1(b); (g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLCManufacturing Agreement; (h) a counterpart to the Non-Exclusive License (Bluffton), duly executed by the PartnershipServices Agreement; (i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by domain name transfer agreement substantially in a form and substance reasonably satisfactory to Purchase and Sellers (the Partnership"Domain Name Transfer Agreement"); (j) a counterpart to the Assignment Agreement, duly executed by LogisticsIndemnity Escrow Agreement; (k) all necessary forms and certificates complying with applicable Law, a duly executed and acknowledged, certifying that Odyssey Co-Development Agreement; (l) product transfer of ownership letters to the transactions contemplated hereby are exempt from withholding under Section 1445 of FDA substantially in the Code and any state or local equivalent thereofform attached hereto as Exhibit J; and (lm) all such other documents documents, instruments and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, certificates as applicable, and other customary forms as Purchaser may be agreed to by the Partiesreasonably request.

Deliveries by Sellers. At the Closing, subject to the express provisions of this Agreement including, without limitation, Sections 3.5 and 7.10 hereof, the appropriate Sellers will deliver (or cause the following to be delivered) the following: Buyer: (a) a counterpart to the Xxxx Bill of Sale, duly executed by the applicable Seller; Sellers, for thx xxrsonal property included in the Purchased Assets; (b) a counterpart All consents, waivers or approvals obtained by any of the Sellers with respect to the Omnibus Agreement Amendmentsale and purchase of the Purchased Assets or the consummation of the transactions related to the sale of the Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) Opinions of counsel and certificates (as contemplated by Section 8.2) with respect to the Purchased Assets; (d) One or more deeds of conveyance of the Real Estate included in the Purchased Assets to the Buyer, reserving the applicable Easements, without covenants or warranty of title, duly executed and acknowledged by the appropriate Sellers and in recordable form, together with transfer tax declarations with respect to such conveyances; (e) FIRPTA Affidavits executed by the appropriate Sellers; (f) The Assignment and Assumption Agreement, duly executed by the General Partnerappropriate Sellers, together with the Partnership and the Operating Company; (c) a counterpart attachment thereto relating to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLCWyman Assets; (d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logistics; (e) a counterpart to the Operational Services and Secondment Agreement Amendment, duly executed by the General Partner; (f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLC; (g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLC; (h) a counterpart to the Non-Exclusive License (Bluffton), duly executed by the Partnership; (i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by the Partnership; (j) a counterpart to the Assignment Agreement, duly executed by Logistics; (k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and (l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed to by the Parties.