Common use of Deliveries by the Seller Parties Clause in Contracts

Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer or the applicable party the following items: (a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents of the Company after giving effect to the Conversion; (b) The Joinder Agreement, duly executed by Seller; (c) An assignment of the Equity Interests to Buyer in the form of an assignment of membership interest, duly executed by Sxxxxx; (d) A certificate of an officer of Seller certifying that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution and delivery of the Joinder Agreement, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements; (e) A certificate of a Manager (or an officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of the Company, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect; (f) A certificate, dated as of the Closing Date and signed by the Seller Parties, that each of the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied; (g) Resignations of each of the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing; (h) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”); (i) The Escrow Agreement, duly executed by Sxxxxx; (j) A lease, sublease, license or other agreement relating to the Leased Real Property, by and between the Company and Landlord (the “Lease Agreement”), duly executed by Lxxxxxxx; (k) All documentation necessary to obtain releases of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements; (l) Payoff and release letters from the holders of the Indebtedness set forth on Schedule 3.2(l) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances with respect to the assets of the Company shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests of the Company by the holders of such Encumbrances; (m) Evidence, in the form of invoices, and receipts for payment for purchases of trucks and trailers made by the Company for the period from October 13, 2022, up to the Closing Date, for inclusion in the calculation of the CapEx Amount; (n) A properly completed IRS Form W-9, duly executed by Sxxxxx; (o) A certificate of good standing for the Company from the Ohio Secretary of State, and certificates of good standing from each other jurisdiction in which the Company is qualified to do business; and (p) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, including from or to the Persons listed on Schedule 3.2(p). All such agreements, documents and other items shall be in form and substance satisfactory to Buyer.

Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer or the applicable party the following items: (a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents of the Company after giving effect to the Conversion; (b) The Joinder Agreement, duly executed by Seller; (c) An assignment of the Equity Membership Interests to Buyer in the form of an assignment of membership interest, duly executed by SxxxxxSxxxxxx; (db) A certificate of an officer a manager of Seller the Company certifying that attached thereto are true and complete copies of all resolutions of the board of directors managers and the shareholders of Seller Members authorizing the execution execution, delivery and delivery of the Joinder Agreement, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements; (ec) A certificate of a Manager (or an officer) manager of the Company certifying (i) that attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of the Company, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect; (fd) A certificate, dated as of the Closing Date and signed by the Seller Parties, that each of the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied; (ge) Resignations of each of the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing; (hf) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”); (i) The Escrow Agreement, duly executed by Sxxxxx; (jg) A lease, sublease, license or other agreement relating to the Leased Real Property, by and between the Company and Landlord (the “Lease The Escrow Agreement”), duly executed by LxxxxxxxSxxxxxx; (kh) All documentation necessary to obtain releases of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements; (li) Payoff and release letters Confirmation of the balances of the Indebtedness from the holders of the Indebtedness set forth on Schedule 3.2(lSection 3.2(i) of the Disclosure Schedules that (i) reflect the amounts that would be required in order to pay in full such Indebtedness and (ii) to the extent the Buyer elects to pay for some or all of the Indebtedness, such election to be made at least 20 days prior to Closing, provide that, upon payment in full of the amounts indicated, all Encumbrances with respect to the assets of the Company shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests Membership Interests of the Company by the holders of such Encumbrances; provided that the inability to receive a payoff and release from a holder(s) of Indebtedness prior to Closing shall not delay Closing; (mj) The Assignment and Assumption of Guaranty, duly executed by the Sellers; (k) Evidence, in the form of invoices, and receipts for payment for purchases of trucks and trailers made by the Company for the period from October 13June 7, 20222023, up to the Closing Date, for inclusion in the calculation of the CapEx Amount; (nl) A properly completed IRS Form W-9, duly executed by SxxxxxSxxxxxx; (om) A certificate of good standing for the Company from the Ohio Secretary State of StateMichigan Department of Licensing and Regulatory Agency, and certificates of good standing from each other jurisdiction in which the Company is qualified to do business; and (pn) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, including from or to the Persons listed on Schedule 3.2(p3.2(n). All such agreements, documents and other items shall be in form and substance satisfactory to Buyer.

Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at At the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer or Buyer, the applicable party the following items: following: (a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents of the Company after giving effect to the Conversion; (bi) The Joinder an Assignment and Assumption Agreement, duly executed by Seller; (c) An assignment of the Equity Interests to Buyer Company, in substantially the form attached hereto as Exhibit A; (ii) an Assignment and Assumption of an assignment of membership interestLease, duly executed by Sxxxxx; (d) A certificate of an officer of Seller certifying that attached thereto are true the Company and complete copies of all resolutions the landlord of the board Cypress Lease, in substantially the form attached hereto as Exhibit B; (iii) a Xxxx of directors and the shareholders of Seller authorizing the execution and delivery of the Joinder AgreementSale, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements; (e) A certificate of a Manager (or an officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of duly executed by the Company, including any amendments or restatements thereofin substantially the form attached hereto as Exhibit C; and (iv) an Intellectual Property Assignment Agreement, and that such Organizational Documents are duly executed by the Company, in full force and effect; substantially the form attached hereto Exhibit D; (fb) A the certificate, dated as of the Closing Date and signed Date, described in Section 7.1(c); (c) certificates, dated as of the Closing Date, executed by the secretaries, or assistant secretaries, of the Seller Parties, certifying that each the resolutions, as attached to such certificate, were duly adopted by the directors and stockholders or members of the conditions set forth in Sections 8.1(b) Seller Parties, as applicable, authorizing and 8.1(c) have been satisfied; (g) Resignations of each of approving the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing; (h) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”); (i) The Escrow Agreement, duly executed by Sxxxxx; (j) A lease, sublease, license or other agreement relating to the Leased Real Property, by and between the Company and Landlord (the “Lease Agreement”), duly executed by Lxxxxxxx; (k) All documentation necessary to obtain releases of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements; (l) Payoff and release letters from the holders of the Indebtedness set forth on Schedule 3.2(l) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances with respect to the assets of the Company shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests of the Company by the holders of such Encumbrances; (m) Evidence, in the form of invoices, and receipts for payment for purchases of trucks and trailers made by the Company for the period from October 13, 2022, up to the Closing Date, for inclusion in the calculation of the CapEx Amount; (n) A properly completed IRS Form W-9, duly executed by Sxxxxx; (o) A certificate of good standing for the Company from the Ohio Secretary of State, and certificates of good standing from each other jurisdiction in which the Company is qualified to do business; and (p) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company execution of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and therebycertifying that such resolutions remain in full force and effect and certifying the names and signatures of the officers of the Seller Parties authorized to sign this Agreement and the other documents to be delivered hereunder; (d) all instruments evidencing the Consents and Educational Consents received by the Seller Parties; (e) a certificate, including from dated as of the Closing Date, executed by the chief financial officer or controller of the Company certifying as to the Persons listed on Schedule 3.2(p). All amounts of Indebtedness and Transaction Expenses of the Seller Parties and the identification of the lenders of such agreementsIndebtedness or recipients of such Transaction Expenses; (f) all releases of Liens that are necessary in order for the Assets to be free and clear of all Liens, documents other than the Permitted Liens; (g) good standing certificates for the Seller Parties issued by the applicable Secretaries of State and other items shall be appropriate Governmental Authorities in the jurisdiction in which the Seller Party is organized and for the Company in California, dated not more than twenty (20) days before the Closing Date; (h) a non-foreign affidavit duly executed by Holdings stating that Holdings is not a “foreign person” as defined in Section 1445 of the Code; (i) the Escrow Agreement, duly executed by Escrow Agent and Seller Parties; (j) all tax clearance certificates for all jurisdictions noted in Exhibit G; (k) an employment agreement, duly executed by Xxxxxx Xxxxx, in substantially the form attached hereto as Exhibit H; and (l) the Indemnity Agreement in substantially form attached hereto as Exhibit I, duly executed by the Second Lien Lenders and Xxxxxx Xxxxx; and (m) a consent to the transactions contemplated hereby, in a form and substance satisfactory reasonably acceptable to Buyer, duly executed by Services Provider (the “Services Provider Consent”).

Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer or Parties the applicable party the following itemsfollowing: (a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents A counterpart of the Company after giving effect to the Conversion; (b) The Joinder Contribution Agreement, duly executed by Seller;each Seller Party. (b) A counterpart to each of the conveyance, assignment and bills of sale substantially in the forms of Exhibit B attached hereto (the “Drop-Down Assets Conveyances”), duly executed by each applicable Seller Party. (c) An assignment Each of the Equity Interests to Buyer bills of sale and assignment substantially in the form forms of an assignment Exhibit C attached hereto (the “Bills of membership interestSale”), duly executed by Sxxxxx;each applicable Seller Party. (d) A certificate of an officer of Seller certifying that attached thereto are true and complete copies of all resolutions counterpart of the board pipelines and tankage agreement substantially in the form of directors and the shareholders of Seller authorizing the execution and delivery of the Joinder Agreement, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements; (e) A certificate of a Manager (or an officer) of the Company certifying (i) that Exhibit D attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of the Company, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect; (f) A certificate, dated as of the Closing Date and signed by the Seller Parties, that each of the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied; (g) Resignations of each of the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing; (h) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”); (i) The Escrow Agreement, duly executed by Sxxxxx; (j) A lease, sublease, license or other agreement relating to the Leased Real Property, by and between the Company and Landlord hereto (the “Lease Pipelines and Tankage Agreement”), duly executed by Lxxxxxxx;each applicable Seller Party. (e) A counterpart of the assignment and assumption agreement substantially in the form of Exhibit E attached hereto (the “Assignment and Assumption Agreement”), duly executed by each applicable Seller Party. (f) A counterpart to each of the lease and access agreements substantially in the forms of Exhibit F attached hereto (the “Lease and Access Agreements”), duly executed by each applicable Seller Party. (g) A counterpart to each of the site services agreements substantially in the forms of Exhibit G attached hereto (the “Site Services Agreements”), duly executed by each applicable Seller Party. (h) The Seller Party Closing Certificate, duly executed by an officer of Hxxxx. (i) An amount, by wire transfer of immediately available funds to an account specified by the Partnership, equal to the product of the number of Hxxxx Units multiplied by the closing price for the common units of the Partnership on the New York Stock Exchange on the trading day immediately prior to the Closing Date. (j) An amount, by wire transfer of immediately available funds to an account specified by the Partnership, equal to the sum of (i) the Additional GP Interest and (ii) the Hxxxx Units GP Interest, to increase the capital account of HEP Logistics Holdings, L.P., a Delaware limited partnership (“HEP GP”). (k) All documentation necessary to obtain releases Such other certificates, instruments of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements; (l) Payoff conveyance and release letters from the holders of the Indebtedness set forth on Schedule 3.2(l) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances with respect to the assets of the Company shall documents as may be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests of the Company reasonably requested by the holders of such Encumbrances; (m) Evidence, in the form of invoices, and receipts for payment for purchases of trucks and trailers made by the Company for the period from October 13, 2022, up Buyer Parties prior to the Closing Date, for inclusion in Date to carry out the calculation of the CapEx Amount; (n) A properly completed IRS Form W-9, duly executed by Sxxxxx; (o) A certificate of good standing for the Company from the Ohio Secretary of State, intent and certificates of good standing from each other jurisdiction in which the Company is qualified to do business; and (p) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company purposes of this Agreement and the documents executed in connection therewith and the consummation of the transactions contemplated hereby and thereby, including from or to the Persons listed on Schedule 3.2(p). All such agreements, documents and other items shall be in form and substance satisfactory to BuyerOmnibus Agreement.

Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at At the Closing, the Seller Parties Parties, as applicable, shall deliver, deliver (or cause to be delivered) to Purchaser, to Buyer as applicable, originals (if specified) or copies of the applicable party the following itemsfollowing: (a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents a counterpart of the Company after giving effect to the Conversion; (b) The Joinder Agreement, duly executed by Seller; (c) An assignment of the Equity Interests to Buyer in the form of an assignment of membership interest, duly executed by Sxxxxx; (d) A certificate of an officer of Seller certifying that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution and delivery of the Joinder Agreement, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements; (e) A certificate of a Manager (or an officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of the Company, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect; (f) A certificate, dated as of the Closing Date and signed by the Seller Parties, that each of the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied; (g) Resignations of each of the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing; (h) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”); (i) The Escrow Agreement, duly executed by Sxxxxxthe Sellers’ Representative; (jb) A leaseresignations of those officers, sublease, license or other agreement relating to the Leased Real Property, by directors and between the Company and Landlord (the “Lease Agreement”), duly executed by Lxxxxxxx; (k) All documentation necessary to obtain releases of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements; (l) Payoff and release letters from the holders of the Indebtedness set forth on Schedule 3.2(l) that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances with respect to the assets managers of the Company shall be terminated and of no further force and effectGroup, together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests of the Company as applicable, identified in writing by the holders of such Encumbrances; Purchaser at least five (m5) Evidence, in the form of invoices, and receipts for payment for purchases of trucks and trailers made by the Company for the period from October 13, 2022, up Business Days prior to the Closing Date, for inclusion in the calculation of the CapEx Amount; (nc) A properly completed IRS Form W-9a Certificate of Existence of the Company issued by the Secretary of State of the State of Indiana, duly executed by Sxxxxxdated within ten (10) Business Days of the Closing Date; (od) A certificate copies of good standing for (i) the certified Certificate of Organization of the Company, including all amendments thereto, (ii) the Operating Agreement of the Company, including all amendments thereto, and (iii) copies of resolutions adopted by the Board of Managers of the Company from authorizing and approving the Ohio Secretary of State, execution and certificates of good standing from each other jurisdiction in which the Company is qualified to do business; and (p) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person required to be made or obtained in connection with the authorization, execution, delivery and performance by the Seller Parties and the Company of this Agreement and the documents executed in connection therewith Related Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, each certified as true, complete and correct and in full force and effect by an officer of the Company; (e) copies of the Governing Documents of each Subsidiary of the Company, including from or all amendments thereto, each certified to be true, complete, correct and in full force and effect by an authorized representative of such Subsidiary; (f) the Payoff Letters, duly executed by all parties thereto; (g) an IRS W-9 of each Seller; (h) a certificate, dated as of the Closing Date, duly executed by each of the Company, Nantong, Armor Plastics and Sellers, certifying that the conditions set forth in Section 3.02(b), Section 3.02(c) (solely with respect to the Persons representations, warranties and covenants made by such Person) and Section 3.02(f) have been satisfied; and (i) copies of each consent, waiver, authorization and approval listed on Schedule 3.2(p). All such agreements, documents and other items shall be in form and substance Section 2.02(i) of the Disclosure Schedules; and (j) evidence reasonably satisfactory to BuyerPurchaser of the termination of, or other extinguishment of any obligations of any Group Company pursuant to, each Contract listed on Section 2.02(j) of the Disclosure Schedules; (k) amendments to the Real Property Leases for the premises located at each of (i) 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, (ii) 0000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx and (iii) 0000 Xxx Xxxx, Shreveport, Louisiana (the “Related Party Leases”) to reflect only the terms specified for such Related Party Leases in the Lease Term Sheet, duly executed by the lessor thereto; and (l) written evidence of (i) the effectiveness of each of the withdrawals, revocations or terminations, as applicable, described in Section 1.01(a) of Schedule 11.11, (ii) the assignment and written consent described in Section 1.01(b) of Schedule 11.11, with respect to each of the documents described therein and (iii) the waiver and termination described in Section 1.01(c) of Schedule 11.11 with respect to each of the documents described therein , in each case of clauses (i) through (iii), duly executed by all parties thereto. Purchaser may waive any delivery specified in this Section 2.02 if it executes a writing so stating at or prior to the Closing.