Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. Upon the terms and subject to the conditions contained in this Agreement, the Buyer shall make, or cause to be made, the following deliveries to the Seller at the Closing: (a) The Merger Consideration due from Buyer to the Seller pursuant to Section 1.7 hereunder shall be delivered to the Seller at the Closing; (b) The Buyer's Certificate pursuant to Section 7.2(d) of this Agreement, duly executed by the appropriate officer of Buyer; (c) An opinion of counsel to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (f) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f), duly executed by the Buyer; and (g) Such other documents, opinions and certificates as may be required under this Agreement or reasonably requested by the Seller.

Deliveries by the Buyer. (a) Upon the terms and subject to the conditions contained in this AgreementClosing, the Buyer shall make, or cause to be made, the following deliveries is delivering to the Seller at the ClosingSeller: (ai) The Merger Consideration due from Buyer the Purchase Price, less the Prudential Debt (as hereinafter defined), by wire transfer of immediately available funds to the account or accounts specified by the Seller pursuant in a written notice to Section 1.7 hereunder shall be delivered to the Seller at Buyer on or prior to the Closingdate hereof; (bii) The resolutions of the Board of Directors of the general partner of the Buyer authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the general partner of the Buyer's Certificate pursuant to Section 7.2(d) , dated as of the date of this Agreement, to the effect that such resolutions were duly executed by the appropriate officer of Buyeradopted and are in full force and effect; (ciii) An opinion of counsel to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and the Seller's Noncompetition Company LLC Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (fiv) The Registration the Seller LLC Agreement, in substantially the form attached hereto as Exhibit 2.3(f), duly executed by a designee of the Buyer; (v) the Transition Services Agreement, duly executed by MAPL; and (gvi) Such all other documents, opinions and certificates as may previously undelivered documents required to be required under this Agreement or reasonably requested delivered by the Buyer to the Seller at or prior to the Closing Date. (b) Contemporaneously with the Closing, the Buyer shall pay to The Prudential Insurance Company of America ("Prudential"), on the Seller's and MAPL's behalf, the outstanding principal and any interest due, together with any prepayment penalties (the "Prudential Debt" and such amount being a portion of the Purchase Price), under those certain notes issued by MAPL to Prudential pursuant to the Note Purchase Agreements identified on Schedule 1.4(b), by wire transfer of immediately available funds to the account or accounts specified by Prudential in a written notice to be delivered by the Seller to the Buyer on or prior to the date hereof.

Deliveries by the Buyer. Upon At the terms and subject to the conditions contained in this AgreementClosing, the Buyer shall make, deliver or cause to be made, delivered to the Company Parent the following deliveries to the Seller at the Closingitems: (a) The Merger Consideration due from Buyer to the Seller pursuant to Purchase Price as set forth in Section 1.7 hereunder shall be delivered to the Seller at the Closing2.2; (b) The Buyer's Certificate pursuant to Section 7.2(d) a certified copy of this Agreement, duly executed by the appropriate officer certificate of incorporation of the Buyer; (c) An a certified copy of the bylaws of the Buyer; (d) a certificate from the secretary or assistant secretary of the Buyer certifying that the board of directors of the Buyer has unanimously adopted the Agreement and the Related Writings and that the resolutions authorizing the Agreement and the transactions contemplated by the Agreement are in full force and effect; (e) a certificate from the Chief Executive Officer and the Executive Vice President or the Chief Financial Officer of the Buyer to the effect that the performance and compliance by the Buyer of all of the covenants contained herein in all respects have been fully satisfied; (f) a certificate from the secretary or assistant secretary of the Buyer certifying as to the incumbency of the directors and officers of the Buyer and as to the signatures of such officers who have executed documents delivered at Closing on behalf of the Buyer; (g) a good standing certificate of the Buyer dated within five business days of the Closing; (h) a legal opinion of counsel to the Buyer, dated Buyer in form and substance reasonably satisfactory to the Closing Date, and substantially Shareholders; (i) the Transitional Services Agreement in the form attached hereto as Exhibit 2.3(c)D; (dj) The Articles of Merger, the Non-Competition Agreement in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (f) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f), duly executed by the BuyerC; and (gk) Such other documents, opinions and certificates such further documents or instruments as the Companies may be required under this Agreement or reasonably requested by the Sellerrequest.

Deliveries by the Buyer. Upon At the terms and subject to the conditions contained in this AgreementClosing, the Buyer shall make, or cause to be made, deliver the following deliveries to the Seller at (or the Closing:Escrow Agent, as the case may be): (a) The Merger Consideration due from Buyer to the Seller pursuant to payment required by Section 1.7 hereunder 2.2(a)(i); b) The Escrow Amount, which shall be delivered to the Seller at Escrow Agent to be held pursuant to the ClosingEscrow Agreement; (bc) The An executed instrument of assumption in substantially the form of Exhibit B; d) A certificate of the Secretary of the Buyer's Certificate pursuant , attesting as to Section 7.2(d) the incumbency of those officers executing this Agreement and any other agreements in connection herewith on behalf of the Buyer, and attaching thereto a certified copy of resolutions of the board of directors of the Buyer providing authority for the execution, delivery, and performance by the Buyer of this Agreement, duly executed by and the appropriate officer of Buyerother agreements to which the Buyer is a party entered into in connection herewith, and the transactions contemplated hereby and thereby; (ce) An opinion of Xxxxxxxx & Xxxxxxxx, counsel to the Buyer, in form and substance reasonably satisfactory to the Seller; f) A certificate, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and reasonably satisfactory to the Seller's Noncompetition Agreement, in substantially executed on behalf of the forms attached hereto as Exhibit 2.2(h), in each case Buyer by a duly executed by authorized officer of the Buyer; (f) The Registration Agreement, to the effect that the Buyer has fulfilled the conditions specified in substantially the form attached hereto as Exhibit 2.3(f), duly executed by the BuyerSection 3.5; and (g) Such other documents, opinions and certificates instruments or documents as may be required under this Agreement necessary or reasonably requested by appropriate to carry out the Sellertransactions contemplated hereby.

Deliveries by the Buyer. Upon At the terms Closing and subject against the deliveries to the conditions contained in this Agreementbe made by Sellers pursuant to Section 5.2 hereof, the Buyer shall make, or cause deliver to be made, Sellers the following deliveries to the Seller at the Closingfollowing: (a) The Merger Consideration due from Buyer to 5.3.1 the Seller pursuant to Purchase Price as provided in Section 1.7 hereunder shall be delivered to the Seller at the Closing3.1 hereof; (b) The Buyer's Certificate pursuant to Section 7.2(d) 5.3.2 a certified copy of resolutions of the Board of Directors of the Buyer authorizing the making, execution and delivery of this AgreementAgreement and each of the agreements executed in connection herewith or delivered pursuant hereto and the consummation of the transactions contemplated hereto certified as true, duly executed correct and complete as of the Closing Date by the appropriate officer Secretary of the Buyer; (c) An 5.3.3 the opinion of Xxxxxxx & Xxxx, P.C., counsel to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger SubsidiarySchedule 5.3.3 hereto; (e) The Seller's Employment Agreement and 5.3.4 fully executed counterparts to any of the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed instruments to be delivered by Seller pursuant to Section 5.2 hereof that require execution by the Buyer; (f) The Registration Agreement, 5.3.5 a copy duly executed by the Buyer of any Officers' Certificate specified in Section 9.2 hereof; 5.3.6 the Employment Agreement between the Buyer and Xxxxxx in substantially the form attached of Appendix A hereto as Exhibit 2.3(f), duly executed by the Buyer; and (g) Such 5.3.7 such other documents, opinions and certificates documents as may be required under this Agreement or are reasonably requested by Seller in connection with the Sellerconsummation of the transactions contemplated hereby.

Deliveries by the Buyer. Upon the terms and subject At or prior to the conditions contained in this AgreementClosing, the Buyer shall makewill deliver the following to Vista (on behalf of all the Sellers) (all the following, or cause to be madecollectively, the following deliveries to the Seller at the Closing:"Buyer Closing Documents"): (ai) The Merger Consideration due from the Purchase Price, less the Deposit, by delivery of (A) the Buyer to the Seller pursuant to Section 1.7 hereunder shall be delivered to the Seller at the Closing; (b) The Buyer's Certificate pursuant to Section 7.2(d) of this Agreement, Note duly executed by the appropriate officer Buyer, and (B) cash for the balance of the Purchase Price payable by wire transfer or delivery of other immediately available funds or such other means as are agreed upon by Vista and the Buyer; (cii) An opinion the Assignment and Assumption of counsel to the BuyerLeases, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (fiii) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f)Instrument of Assumption, duly executed by the Buyer; (iv) all such other instruments of assumption as shall, in the reasonable opinion of Vista and its counsel, be necessary for the Buyer to assume the Assumed Obligations in accordance with this Agreement; (v) the Collateral Documents, duly executed by the Buyer and other appropriate parties; (vi) the Note Agreement, duly executed by the Buyer; (vii) the Service Agreements, duly executed by the Buyer; (viii) the Vista License, duly executed by the Buyer; (ix) the certificate contemplated by Section 8(b)(iv); (x) the amount, if any, determined to be payable to Vista (on behalf of all the Sellers) pursuant to Section 3(e) above; and (gxi) Such such other agreements, documents, opinions instruments and certificates writings as may are reasonably required to be required under this Agreement or reasonably requested delivered by the SellerBuyer in accordance with this Agreement.

Deliveries by the Buyer. Upon At the terms and subject to the conditions contained in this AgreementClosing, the Buyer shall make, deliver or cause to be made, delivered to the Sellers the following deliveries to the Seller at the Closingitems: (a) The Merger Consideration due from Buyer to the Seller pursuant to Adjusted Purchase Price, payable in accordance with Section 1.7 hereunder shall be delivered to the Seller at the Closing2.04; (b) The Buyer's Certificate irrevocable instructions to the Transfer Agent to issue certificates representing the Buyer Shares, in such denominations as shall have been determined pursuant to Section 7.2(d) 2.04(c), in the names of this Agreement, duly executed by Xxxxxxxx and Xxxxxxx and to deliver such certificates to the appropriate officer of BuyerCustodian; (c) An opinion of counsel to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c); (d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary; (e) The Seller's Employment Agreement and the Seller's Noncompetition Escrow Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (fd) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f)Subscription Agreements, duly executed by the Buyer; (e) the Xxxxxxxx Amended and Restated Employment Agreement, duly executed by the Company; (f) the Xxxxxxx Employment Offer, duly executed by the Company; (g) letters or a memorandum from the Buyer to all participants in the Plan, in form reasonably satisfactory to the Sellers, describing the termination of the Plan and the undertakings by the Buyer in connection therewith; and (gh) Such such other documents, opinions documents and certificates instruments as may be required under this Agreement the Sellers shall reasonably request to consummate or reasonably requested by evidence the Sellertransactions contemplated hereby.

Deliveries by the Buyer. Upon At the terms and Closing, subject to the conditions contained in express ----------------------- provisions of this AgreementAgreement including, without limitation, Sections 3.5 and 7.10, the Buyer shall make, or cause to be made, will deliver the following deliveries to the Seller at the Closingappropriate Sellers: (a) The Merger Consideration due from Buyer to Preliminary Purchase Price, by wire transfer of immediately available funds or such other means as are agreed upon by BHE and the Seller pursuant to Section 1.7 hereunder shall be delivered to the Seller at the ClosingBuyer; (b) An opinion of counsel and certificate (as contemplated by Section 8.3) with respect to the Purchased Assets; (c) The Buyer's Certificate pursuant to Section 7.2(d) of this Assignment and Assumption Agreement, duly executed by the appropriate officer of Buyer; (c) An opinion of counsel , together with the attachment thereto relating to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c)Xxxxx Assets; (d) The Articles All such other instruments of Mergerassumption as shall, in substantially the form attached hereto as Exhibit 2.2(g)reasonable opinion of any Seller and its counsel, and be necessary or desirable for the Certificate of Merger, Buyer to assume the Assumed Liabilities related to the Purchased Assets being sold by such Seller in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiaryaccordance with this Agreement; (e) The Seller's Employment Agreement and Each of the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer; (f) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f)Ancillary Agreements, duly executed by the Buyer and, in the case of the Separation Document, the HQ Transfer Agreement and the Transitional Power Sales Agreement, in a form mutually satisfactory to BHE and Buyer; and (gf) Such other agreements, documents, opinions instruments and certificates writings as may are required to be required under delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or reasonably requested by the Sellerotherwise required in connection herewith.