Deliveries by the Partnership. At the Closing, the Partnership shall deliver, or cause to be delivered, to VTDC the following:
(a) counterparts of the Restated Schedules, duly executed by the General Partner, the Partnership and its applicable subsidiaries;
(b) a counterpart of the Terminal Services Schedule, duly executed by Valero Operating;
(c) counterparts of the Lease Agreement, duly executed by the Partnership or the Affiliates of the Partnership that are parties thereto;
(d) a counterpart of the Assignment Document, duly executed by the Partnership; and
(e) a counterpart of the Amended Services and Secondment Exhibits, duly executed by the General Partner.
Deliveries by the Partnership. At the Closing, the Partnership and the General Partner will deliver (or cause to be delivered) the following:
(a) the Cash Consideration, by wire transfer of immediately available funds to an account specified by Western;
(b) the New Common Units, by issuance of such New Common Units (in book-entry form) to SPPR, by instruction to the Partnership’s transfer agent or otherwise, and evidence of such issuance that is reasonably satisfactory to Western;
(c) a counterpart to the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by WRT;
(d) a counterpart to the Terminalling, Transportation and Storage Services Agreement, duly executed by WRT;
(e) a counterpart to the Access Agreement, duly executed by WRT;
(f) a counterpart to the Memorandum, in sufficient duplicate originals to allow recording in all applicable real property recording offices, duly executed by WRT;
(g) the Partnership Closing Certificate, duly executed by an officer of the General Partner;
(h) a counterpart to the Cottage Grove Deed, in sufficient duplicate originals to allow recording in all applicable real property recording offices, duly executed by WRT;
(i) a counterpart to the Refinery Deed, duly executed by WRT;
(j) a counterpart to the Pipeline Conveyance, in sufficient duplicate originals to allow recording in all applicable real property recording offices, duly executed by WRT; and
(k) such other documents, certificates and other instruments (to the extent the Partnership, the General Partner or any of their respective Subsidiaries is a party thereto) provided for by this Agreement.
Deliveries by the Partnership. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser (or, at such Purchaser’s discretion, to an assignee pursuant to Section 7.5(b)):
(a) at the option of each Purchaser (which such option is exercisable by notice to the Partnership at least five (5) days prior to the Closing Date), evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, bearing the legend or restrictive notation set forth in Section 4.10, and meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;
(b) a certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing;
(c) a cross receipt executed by the Partnership and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Closing Date;
(d) an opinion addressed to the Purchasers from Xxxxxx & Xxxxxx L.L.P., legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B;
(e) a certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that:
(i) the Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and
(ii) the representations and warranties of the Partnership (A) set forth in Section 3.1, Section 3.2 and Section 3.5 and (B) contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and
(f) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership, as amended,...
Deliveries by the Partnership. At the Closing, the Partnership and the General Partner will deliver (or cause to be delivered) to Rice the following:
(a) the Consideration, by wire transfer of immediately available funds to an account specified by Rice;
(b) a counterpart to the Assignment of Conveyed Interests, duly executed by the Partnership;
(c) counterparts to each of the Water Services Agreements, duly executed by the applicable Rice Water Entity; and
(d) the Partnership Closing Certificate, duly executed by an officer of the General Partner.
Deliveries by the Partnership. At the Closing, the Partnership and the General Partner will deliver (or cause to be delivered) to Rice the following:
(a) the Consideration, by wire transfer of immediately available funds to an account specified by Rice;
(b) a counterpart to the Assignment of Conveyed Interests, duly executed by the Partnership;
(c) a counterpart to the Existing Gas Gathering Agreement Guaranty, duly executed by the Partnership;
(d) a counterpart to the Existing Gas Gathering Agreement Amendment, duly executed by the Partnership;
(e) a counterpart to the Existing Water Services Agreement Amendment, duly executed by Rice Water Services (PA) LLC;
(f) If the Partnership elects to exercise the right to issue the Common Units as a portion of the Consideration pursuant to Section 2.2, certificates representing the Common Units; and
(g) the Partnership Closing Certificate, duly executed by an officer of the General Partner.
Deliveries by the Partnership. At the Closing, the Partnership will deliver (or cause to be delivered) the following:
(a) the New Common Units, by issuance of such New Common Units (in book-entry form) to PDI, by instruction to the Partnership’s transfer agent or otherwise;
(b) the New GP Units, by issuance of such New GP Units (in certificated or book-entry form) to the General Partner, by instruction to the Partnership’s transfer agent or otherwise;
(c) an Assignment of Note evidencing the Partnership’s assumption of the Assumed Debt held by each of the Sponsor Entities, duly executed by the Partnership and each applicable Sponsor Entity;
(d) a counterpart to the Assignment of Membership Interest, duly executed by the Partnership, the General Partner and Holdings;
(e) a counterpart to the Operational Services Agreement Amendment, duly executed by Holdings and Carrier;
(f) a counterpart to the Easement Agreement, duly executed by Carrier;
(g) the Partnership Closing Certificate, duly executed by an officer of the General Partner; and
(h) such other documents, certificates and other instruments as may be reasonably requested by the P66 Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.
Deliveries by the Partnership. At the Closing, the Partnership will deliver (or cause to be delivered) the following:
(a) the Cash Consideration, by wire transfer of immediately available funds to an account specified by Delek Energy (or one or more of its designees);
(b) the New Common Units, by issuance in book-entry form of such Common Units, to Delek Energy (or its designee), by instruction to the Partnership’s transfer agent or otherwise;
(c) a counterpart to the Assignment Agreement, duly executed by the Partnership; and
(d) the Rattler Interest Purchase Price.
Deliveries by the Partnership. At the Closing, the Partnership delivered (or caused to be delivered) the following to Contributor:
(a) the estimated Consideration as described in Section 2.2;
(b) certificates representing the Equity Consideration Units;
(c) a counterpart of the Interests Assignment, duly executed by the Partnership and Xxxxxx Midstream;
(d) a counterpart of the Excluded Assets Assignment duly executed by ETG;
(e) a counterpart of the Gathering Agreement, duly executed by the ETG; and
(f) such other documents, certificates and other instruments as were requested by Contributor prior to the Closing to carry out the intent and purposes of this Agreement.
Deliveries by the Partnership. At the Closing, the Partnership will deliver (or cause to be delivered) the following:
(a) the New Common Units, by issuance of such New Common Units (in book-entry form) to PDI, by instruction to the Partnership’s transfer agent or otherwise;
(b) the New GP Units, by issuance of such New GP Units (in certificated or book-entry form) to the General Partner, by instruction to the Partnership’s transfer agent or otherwise;
(c) an Assignment of Note evidencing the Partnership’s assumption of the Assumed Debt held by Alpha LLC, duly executed by the Partnership and Alpha LLC;
(d) a counterpart to the Assignment of Membership Interest, duly executed by the Partnership, the General Partner and Holdings;
(e) a counterpart to the Xxxxxxx Cavern Storage Agreement, duly executed by Xxxxxx Frac;
Deliveries by the Partnership. At the Closing, the Partnership will deliver (or cause to be delivered) the following:
(a) a counterpart to the Assignment of Membership Interest (Bayou Bridge), duly executed by the General Partner, the Partnership and Holdings;
(b) a counterpart to the Assignment of Note, duly executed by the Partnership;
(c) the New Common Units, by issuance of such New Common Units (in book-entry form) to PDI, by instruction to the Partnership’s transfer agent or otherwise;
(d) the New GP Units, by issuance of such New GP Units (in certificated or book-entry form) to the General Partner, by instruction to the Partnership’s transfer agent or otherwise;
(e) the Partnership Closing Certificate, duly executed by an officer of the General Partner;
