Deliveries of Each Purchaser. At or prior to the Closing (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company:
(i) A counterpart of the Registration Rights Agreement, which shall have been duly executed by each Class B Purchaser;
(ii) A cross-receipt executed by the Class A Purchaser and delivered to the Class B Purchasers certifying as to the amount that it has received from each of the Class B Purchasers;
(iii) A cross-receipt executed by the Class B Purchasers and delivered to the Class A Purchaser certifying that it has received from the Class A Purchaser the number of Class B Purchased Units to be received by such Class B Purchaser in connection with the Closing;
(iv) An executed counterpart to the A&R LLC Agreement, substantially in the form attached hereto as Exhibit A, which shall have been duly executed by such Purchaser;
(v) A certificate of an authorized officer of such Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied;
(vi) For each Class B Purchaser, payment of such Class B Purchaser’s Pro Rata Share of the Class B Purchase Price payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Class A Purchaser;
(vii) A properly executed Internal Revenue Service Form W-9 from such Purchaser (or, in the case of a Purchaser which is disregarded for U.S. federal income tax purposes, such Purchaser’s regarded owner); and
(viii) Such other documents relating to the transactions contemplated by this Agreement as the Company or NEP or their respective counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Company:
(i) A counterpart of the Registration Rights Agreement, which shall have been duly executed by such Purchaser;
(ii) A cross-receipt executed by such Purchaser and delivered to the Company certifying that it has received from the Company the number of Purchased Shares to be received by such Purchaser in connection with the Closing;
(iii) Payment of such Purchaser’s Funding Obligation payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company;
(iv) A properly executed Internal Revenue Service Form W-9 from such Purchaser; and
(v) Such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Company:
(i) A counterpart of the Registration Rights Agreement, which shall have been duly executed by such Purchaser;
(ii) A cross-receipt executed by such Purchaser and delivered to the Company certifying that it has received from the Company the number of Purchased Securities to be received by such Purchaser in connection with the Closing;
(iii) Payment of such Purchaser’s Allocated Purchase Price payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company;
(iv) A properly executed Internal Revenue Service Form W-9 from such Purchaser;
(v) A certificate of an duly appointed officer of such Purchaser, on behalf of such Purchaser, dated the Closing Date, certifying, in their applicable capacities, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied; and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:
(a) payment of such Purchaser’s respective Funding Obligation set forth on Schedule 1 (net of (i) the amount of the Structuring Fee with respect to the Lead Purchasers in accordance with Section 8.01 and (ii) the amount of the Transaction Fee with respect to the Purchasers in accordance with Section 8.01) payable by wire transfer of immediately available funds to an account designated at least five Business Days in advance of the Closing Date by the Partnership;
(b) a counterpart of the Registration Rights Agreement duly executed by such Purchaser;
(c) a certificate, dated as of the Closing Date and signed by an authorized officer of such Purchaser, in his or her capacity as such, to the effect that the conditions set forth in Sections 2.05(a) and 2.05(b) have been satisfied;
(d) a duly executed Internal Revenue Service Form W-9 from such Purchaser; and
(e) a counterpart to the cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Purchased Units to be received by such Purchaser in connection with the Closing.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:
(i) In connection with the Closing, the Registration Rights Agreement, which shall have been duly executed by such Purchaser;
(ii) A cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Series A Preferred Units and the Transaction Fee, each to be received by such Purchaser, as applicable, in connection with the Closing;
(iii) A certificate of an authorized officer of such Purchaser, dated the Closing Date, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2.06(a) and (b) have been satisfied;
(iv) Payment of such Purchaser’s Funding Obligation (which payment, in the case of the OMP Funding Obligation at Closing, will be made by netting the Transaction Fee due to OMP from OMP’s Funding Obligation) payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date, by the Partnership;
(v) A properly executed Internal Revenue Service Form W-8BEN-E or W-8IMY; and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:
(i) A counterpart of the Registration Rights Agreement executed by such Purchaser;
(ii) A counterpart of the Cross-Receipt executed by such Purchaser;
(iii) A counterpart of any Joinder Agreement required by Section 8.10 hereof executed by such Purchaser.
(iv) Payment of such Purchaser’s Funding Obligation (which payment will be made by netting the portion of the Transaction Fee due to such Purchaser from such Purchaser’s Funding Obligation) payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership;
(v) A properly executed Internal Revenue Service Form W-9 from such Purchaser; and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.
Deliveries of Each Purchaser. Each Purchaser hereby delivers to the Partnership:
(i) payment of such Purchaser’s respective Funding Obligation payable by wire transfer of immediately available funds to an account designated by the Partnership;
(ii) a counterpart of the Registration Rights Agreement, which shall have been duly executed by such Purchaser;
(iii) a duly executed Internal Revenue Service Form W-9 from such Purchaser;
(iv) a cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Purchased Units to be received by such Purchaser pursuant to this Agreement; and
(v) such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver, or shall cause to be delivered, to the Company:
(a) a certificate of a senior officer of such Purchaser, dated the date of the Closing, certifying to the fulfillment of the conditions specified in Section 5.1(a) and (b);
(b) the Purchase Price; and
(c) an executed counterpart of the Registration Rights Agreement.
Deliveries of Each Purchaser. At each Closing (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Partnership:
(i) At the Initial Closing, a counterpart of the Registration Rights Agreement, which shall have been duly executed by such Purchaser;
(ii) A cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Purchased Units to be received by such Purchaser in connection with the applicable Closing;
(iii) A certificate of an authorized officer of such Purchaser, dated the applicable Closing Date, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied; Active.21674869.11
(iv) Payment of such Purchaser’s Funding Obligation payable by wire transfer of immediately available funds to an account designated in advance of the applicable Closing Date by the Partnership;
(v) A properly executed Internal Revenue Service Form W-9 from such Purchaser (or, in the case of a Purchaser which is disregarded for U.S. federal income tax purposes, such Purchaser’s regarded owner); and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.
Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:
(i) In connection with the Closing, the Registration Rights Agreement or joinder thereto, which shall have been duly executed by such Purchaser;
(ii) A cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Series A Preferred Units and the Transaction Fee (in the case of Purchased Units purchased by OMP on the First Closing Date), each to be received by such Purchaser, as applicable, in connection with the Closing;
(iii) A certificate of an authorized officer of such Purchaser, dated the Closing Date, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2.06(a) and (b) have been satisfied;
(iv) Payment of such Purchaser’s Funding Obligation (which payment, in the case of the OMP Funding Obligation at Closing, will be made by netting the Transaction Fee due to OMP from OMP’s Funding Obligation) payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date, by the Partnership;
(v) A properly executed Internal Revenue Service Form W-8BEN-E or W-8IMY; and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Partnership or its counsel may reasonably request.
k. Section 5.02 of the Purchase Agreement is hereby amended and restated as follows:
