Common use of Deliveries of the Partnership Clause in Contracts

Deliveries of the Partnership. At each Closing, as applicable, the Partnership shall deliver, or cause to be delivered, to the Purchaser: (i) in the case of the Initial Closing only, a fully executed copy of the First Amendment to First Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations of the holders of Series A Preferred Units, in form and content acceptable to the Purchaser and the Partnership (the “Partnership Agreement Amendment”); (ii) in the case of the Initial Closing only, a fully executed “Supplemental Listing Application” as filed for listing of the Conversion Units with the NYSE; (iii) reasonable evidence of the adoption of (A) resolutions of the Conflicts Committee of the Board of Directors of the General Partner approving the terms of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Units, PIK Units and Conversion Units, as applicable; (iv) a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the applicable Closing Date, certifying as to the issuance of the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by the Partnership, bearing a restrictive notation meeting the requirements of this Agreement and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchaser; (v) a receipt executed by the Partnership and delivered to the Purchaser certifying as to the amount that it has received from the Purchaser; (vi) in the case of the Option Closing only, a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying that (A) the representations and warranties of the Partnership contained in this Agreement are true on the Option Closing Date, except as provided otherwise in this Agreement, and (B) the Partnership has performed all of its covenants, obligations and agreements under this Agreement. (vii) such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.

Deliveries of the Partnership. At each the Closing, as applicable, the Partnership shall deliver, or cause to be delivered, to the PurchaserPurchasers: (i) An opinion from Xxxxxx & Xxxxxx L.L.P., U.S. counsel for the Partnership, in substantially the case form attached hereto as Exhibit A, which shall be addressed to the Purchasers and dated the Closing Date; (ii) An opinion from Xxxxxx Xxxxxx & Xxxxxxxx, counsel relating to matters of the Initial law of the Republic of the Xxxxxxxx Islands, in substantially the form attached hereto as Exhibit B, which shall be addressed to the Purchasers and dated the Closing only, a fully Date; (iii) An executed copy of the First Amendment to First Second Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations Limited Partnership of the holders of Series A Preferred UnitsPartnership, substantially in the form and content acceptable to the Purchaser and the Partnership attached hereto as Exhibit C (the “Partnership Agreement AmendmentSecond A&R LPA”); (iiiv) in the case An executed copy of the Initial Closing only, a fully executed Registration Rights Agreement; (v) A “Supplemental Listing Application” as filed for listing of approving the Conversion Units with for listing by the NYSE; (iiivi) reasonable evidence Evidence of issuance of the adoption Purchased Units credited to book-entry accounts maintained by the Partnership, bearing a restrictive notation meeting the requirements of the Partnership Agreement; (vii) A certificate of the Secretary or Assistant Secretary of the Partnership, dated the Closing Date, certifying as to and attaching (A) resolutions the certificate of formation of the Conflicts Committee of the Board of Directors of the General Partner approving the terms of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and Partnership, (B) the Partnership Agreement, (C) board resolutions of the Board of Directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Units, PIK Purchased Units and the Conversion Units, as applicable; and (ivD) a certificate of an authorized officer the incumbency of the General Partner, officers authorized to execute the Transaction Documents on behalf of the Partnership, setting forth the name and title and bearing the signatures of such officers; (viii) A certificate of the Chief Executive Officer and Chief Financial Officer of the Partnership, dated the applicable Closing Date, certifying as certifying, in his capacities, to the issuance of effect that the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by the Partnership, bearing a restrictive notation meeting the requirements of this Agreement conditions set forth in Sections 2.05(a) and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchaser(b) have been satisfied; (vix) a A cross-receipt executed by the Partnership and delivered to the Purchaser Purchasers certifying as to the amount that it has received from the PurchaserPurchasers an amount in cash equal to the Total Funding Obligation with respect to such Closing and, with respect to the cross-receipt for OMP, that the Partnership has paid to OMP the Transaction Fee (which Transaction Fee payment will be made by netting the Transaction Fee due to OMP from the OMP Funding Obligation); (vix) in the case of the Option Closing only, a certificate of an authorized officer A fully executed waiver of the General Partner, on behalf Partner with respect to the rights of the Partnership, dated the Option Closing Date, certifying that (AGeneral Partner and its Affiliates under Section 5.7(a) the representations and warranties of the Partnership contained in this Agreement are true on the Option Closing Date, except as provided otherwise in this Agreement, and (B) the Partnership has performed all of its covenants, obligations and agreements under this Agreement.; and (viixi) such Such other documents relating to the transactions contemplated by this Agreement as the Purchaser OMP or its counsel may reasonably request.

Deliveries of the Partnership. At each the Closing, as applicable, the Partnership shall deliver, deliver or cause to be delivered, delivered to the PurchaserPurchasers: (i) An opinion from Xxxxxx & Xxxxxx L.L.P., counsel for the Partnership, in substantially the case of form attached hereto as Exhibit A, which shall be addressed to the Initial Purchasers and dated the Closing only, a fully Date; (ii) A fully-executed copy of the First Amendment to First Second Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations Limited Partnership of the holders of Series A Preferred UnitsPartnership, substantially in the form and content acceptable to the Purchaser and the Partnership attached hereto as Exhibit B (the “Partnership Agreement AmendmentSecond A&R LPA”); (iiiii) in the case A counterpart of the Initial Closing only, a fully Registration Rights Agreement executed by the General Partner on behalf of the Partnership; (iv) A counterpart of any Joinder Agreement required by Section 8.10 hereof. (v) A fully-executed “Supplemental Listing Application,” as filed for listing of countersigned by the NYSE, approving the Conversion Units with for listing by the NYSE; (iiivi) reasonable evidence of the adoption of (A) resolutions of the Conflicts Committee of the Board of Directors A duly executed waiver of the General Partner approving with respect to certain of its rights under the terms Partnership Agreement, in substantially the form attached hereto as Exhibit E; (vii) Evidence of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Units, PIK Purchased Units and Conversion Units, as applicable; (iv) a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the applicable Closing Date, certifying as to the issuance of the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of this Agreement and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the PurchaserLaws; (vviii) a receipt executed by the Partnership and delivered to the Purchaser certifying as to the amount that it has received from the Purchaser; (vi) in the case A certificate of the Option Closing only, a certificate of an authorized officer Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying that as to and attaching (A) the representations and warranties certificate of formation of the Partnership contained in this Agreement are true on the Option Closing DatePartnership, except as provided otherwise in this Agreement, and (B) the Partnership has performed all Agreement, (C) board resolutions authorizing the execution and delivery of its covenantsthe Transaction Documents and the consummation of the transactions contemplated thereby, obligations including the issuance of the Purchased Units and agreements under this Agreement.the Conversion Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (viiix) such A counterpart of a Cross-Receipt executed by the General Partner on behalf of the Partnership; and (x) A certificate of the Secretary of State of each applicable state, dated on or after April 25, 2016, to the effect that each of the MPLX Parties and the Material Subsidiaries is in good standing in its jurisdiction of formation; (xi) Such other documents relating to the transactions contemplated by this Agreement as the Purchaser Purchasers or its their counsel may reasonably request.

Deliveries of the Partnership. At each the Closing, as applicable, the Partnership shall deliver, or cause to be delivered, to the PurchaserPurchasers: (ia) in the case a counterpart of the Initial Closing only, a fully Registration Rights Agreement duly executed copy by the Partnership; (b) evidence of the First Amendment Purchased Units being credited to First Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating book-entry accounts maintained by the Series A Preferred Units and setting forth the rights and obligations transfer agent of the holders of Series A Preferred UnitsPartnership, bearing the legend set forth in form and content acceptable to the Purchaser and the Partnership (the “Partnership Agreement Amendment”Section 4.06(e); (iic) in the case a copy of the Initial Closing only, a fully GP Waiver duly executed “Supplemental Listing Application” as filed for listing of by the Conversion Units General Partner with respect to the NYSEPurchased Units; (iiid) reasonable evidence a copy of the adoption Amended Partnership Agreement duly executed by the General Partner; (e) a certificate of the Secretary of State of the State of Delaware, dated as of the Closing Date or a recent date prior thereto, to the effect that the Partnership is in good standing in the State of Delaware; (f) a certificate, dated as of 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, to the effect that the conditions set forth in Sections 2.04(a), 2.04(b) and 2.04(e) and have been satisfied; (g) a certificate, dated as of the Closing Date, of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (A) the Certificate of Limited Partnership of the Partnership, as amended, and the Partnership Agreement, (B) the Certificate of Formation of the General Partner, as amended, and the GP LLC Agreement, (C) resolutions of the Conflicts Committee board of the Board of Directors of the General Partner approving the terms of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Purchased Units, PIK Units and Conversion Units, as applicable; (ivD) a certificate of an authorized officer the incumbency of the General Partner, officers authorized to execute the Transaction Documents on behalf of the Partnership, dated setting forth the applicable Closing Datename and title and bearing the signatures of such officers; (h) an opinion from Xxxxxx & Xxxxxxx LLP, certifying as to the issuance of the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by counsel for the Partnership, bearing a restrictive notation meeting in substantially the requirements of this Agreement form attached hereto as Exhibit C, which shall be addressed to the Purchasers and dated the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchaser;Closing Date; and (vi) a counterpart to the cross-receipt executed by the Partnership and delivered to the Purchaser Purchasers certifying as to the amount amounts that it has received from the Purchaser; (vi) in the case of the Option Closing only, a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying that (A) the representations and warranties of the Partnership contained in this Agreement are true on the Option Closing Date, except as provided otherwise in this Agreement, and (B) the Partnership has performed all of its covenants, obligations and agreements under this AgreementPurchasers. (vii) such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.

Deliveries of the Partnership. At each the Closing, as applicable, the Partnership shall deliver, or cause to be delivered, to the PurchaserPurchasers: (i) An opinion from Xxxxxx & Xxxxxx L.L.P., counsel for the Partnership, in substantially the case of form attached hereto as Exhibit A, which shall be addressed to the Initial Purchasers and dated the Closing only, a Date; (ii) A fully executed copy of the First Amendment to First Second Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations Limited Partnership of the holders of Series A Preferred UnitsPartnership, substantially in the form and content acceptable to the Purchaser and the Partnership attached hereto as Exhibit B (the “Partnership Agreement AmendmentSecond A&R LPA”); (iiiii) in the case An executed counterpart of the Initial Closing only, a Registration Rights Agreement; (iv) A fully executed “Supplemental Listing Application” as filed for listing of approving the Conversion Units with and the Warrant Exercise Units for listing by the NYSE; (iiiv) reasonable evidence of the adoption of (A) resolutions of the Conflicts Committee of the Board of Directors A fully executed waiver of the General Partner approving with respect to certain of its and its Affiliates’ rights under the terms Partnership Agreement, in substantially the form attached hereto as Exhibit D; (vi) A fully executed Board Representation Agreement, in substantially the form attached hereto as Exhibit F; (vii) Evidence of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Units, PIK Purchased Units and Conversion Units, as applicable; (iv) a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the applicable Closing Date, certifying as to the issuance of the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by the general partner of the Partnership, bearing a restrictive notation meeting the requirements of this Agreement and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the PurchaserPurchasers; (vviii) a receipt Warrants duly executed by the Partnership and delivered exercisable to purchase the Purchaser certifying Warrant Exercise Units, subject to adjustment as to provided in the amount that it has received from the Purchaserterms thereof; (viix) in the case A certificate of the Option Closing only, a certificate of an authorized officer Secretary of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying that as to and attaching (A) the representations and warranties certificate of limited partnership of the Partnership contained in this Agreement are true on the Option Closing DatePartnership, except as provided otherwise in this Agreement, and (B) the Partnership has performed all Agreement, (C) board resolutions authorizing the execution and delivery of its covenantsthe Transaction Documents and the consummation of the transactions contemplated thereby, obligations including the issuance of the Purchased Units, the Warrants, the PIK Units, the Conversion Units and agreements under this Agreement.the Warrant Exercise Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (viix) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the Closing Date, to the effect that each of the Partnership Entities is in good standing in its jurisdiction of formation; (xi) A certificate of the Chief Financial Officer and the Treasurer of the General Partner, on behalf of the Partnership, dated the Closing Date, certifying, in their applicable capacities, to the effect that the conditions set forth in Section 2.04(a) and Section 2.04(b) have been satisfied; (xii) To each Person set forth on Schedule C attached hereto to the extent of the percentage attributable to such Person hereunder, payment of (A) the Additional Up-Front Fee, which shall be reflected as a discount to the Purchase Price payable by such Person, (B) the applicable amount of Reimbursable Expenses (as determined in accordance with Section 8.01), which shall be paid in cash by the Partnership and (C) if not already paid by the Partnership in connection with an extension of the Drop-Dead Date, the Up-Front Fee, which shall be paid in cash by the Partnership; (xiii) A cross-receipt executed by the Partnership and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and (xiv) Such other documents relating to the transactions contemplated by this Agreement and the other Transaction Documents as the Purchaser Purchasers or its their respective counsel may reasonably request, including true, correct, complete and executed copies of each of the Transaction Documents which the Partnership is not otherwise expressly required to deliver to the Purchasers pursuant to this Section 2.06(a).

Deliveries of the Partnership. At each Closing, as applicable, the The Partnership shall deliver, or cause to be delivered, hereby delivers to the PurchaserPurchasers: (i) in the case an executed counterpart of the Initial Closing only, a fully executed copy of the First Amendment to First Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations of the holders of Series A Preferred Units, in form and content acceptable to the Purchaser and the Partnership (the “Partnership Agreement Amendment”)Registration Rights Agreement; (ii) in the case of the Initial Closing only, a fully executed “Supplemental Listing Application” as filed evidencing the approval of the Common Units for listing of the Conversion Units with by the NYSE; (iii) reasonable evidence of issuance of the adoption Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement, the Registration Rights Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchasers; (iv) a certificate of the Chief Financial Officer of the General Partner, on behalf of the Partnership, dated the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions of the Conflicts Committee board of the Board of Directors of the General Partner approving the terms of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Purchased Units, PIK Units and Conversion Units, as applicable; (ivD) a certificate of an authorized officer the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership or the General Partner, Partner (on its own behalf or on behalf of the Partnership, dated the applicable Closing Date, certifying as to the issuance of the Initial Units or Option Units), as applicable, credited to book-entry accounts maintained by setting forth the Partnership, name and title and bearing a restrictive notation meeting the requirements signatures of this Agreement and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchasersuch officers; (v) a certificate of the Secretary of State of each applicable state to the effect that each of the Partnership Entities is in good standing in its respective jurisdiction of formation; (vi) a cross-receipt executed by the Partnership and delivered to the Purchaser Purchasers certifying as to the amount amounts that it has received from the Purchaser; (vi) in the case of the Option Closing only, a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying that (A) the representations and warranties of the Partnership contained in this Agreement are true on the Option Closing Date, except as provided otherwise in this Agreement, and (B) the Partnership has performed all of its covenants, obligations and agreements under this Agreement.Purchasers; and (vii) such other documents relating to the transactions contemplated by this Agreement as the Purchaser Purchasers or its their respective counsel may reasonably request.

Deliveries of the Partnership. At each the Closing, as applicable, the Partnership shall deliver, or cause to be delivered, to the PurchaserPurchasers: (i) in the case of the Initial Closing only, a fully executed copy of the First Amendment to First Second Amended and Restated Partnership Agreement of Cypress Energy Partners, L.P., of even date herewith, creating the Series A Preferred Units and setting forth the rights and obligations Limited Partnership of the holders of Series A Preferred UnitsPartnership, substantially in the form and content acceptable to the Purchaser and the Partnership attached hereto as Exhibit C (the “Partnership Agreement AmendmentSecond A&R LPA”); (ii) in the case an executed counterpart of the Initial Closing only, Registration Rights Agreement; (iii) a fully executed “Supplemental Listing Application” as filed for listing of approving the Purchased Common Units and the Conversion Units with for listing by the NYSE; (iiiiv) reasonable evidence of the adoption of (A) resolutions of the Conflicts Committee of the Board of Directors A fully executed waiver of the General Partner approving with respect to certain of its and its Affiliates’ rights under the terms Partnership Agreement, in substantially the form attached hereto as Exhibit D; (v) evidence of the Transaction Documents and recommending that the Board of Directors of the General Partner approve them and (B) resolutions of the Board of Directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the terms and issuance of the Series A Preferred Units, PIK Purchased Common Units and Conversion Units, as applicable; (iv) a certificate of an authorized officer of the General Partner, on behalf of the Partnership, dated the applicable Closing Date, certifying as to the issuance of the Initial Units or Option Units, as applicable, credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of this Agreement and the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchaser; (v) a receipt executed by the Partnership and delivered to the Purchaser certifying as to the amount that it has received from the PurchaserPurchasers; (vi) in the case evidence of issuance of the Option Closing onlyPurchased Preferred Units credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under this Agreement, the Partnership Agreement or the Delaware LP Act and applicable federal and state securities Laws and those created by the Purchasers; (vii) a certificate of an authorized officer the Chief Financial Officer and the Treasurer of the General Partner, on behalf of the Partnership, dated the Option Closing Date, certifying, in their applicable capacities, to the effect that the conditions set forth in Section 2.03(c), Section 2.04(a), Section 2.04(b) and Section 2.04(f) have been satisfied; (viii) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, dated the Closing Date, certifying that as to and attaching (A) the representations and warranties certificate of limited partnership of the Partnership contained in this Agreement are true on the Option Closing DatePartnership, except as provided otherwise in this Agreement, and (B) the Second A&R LPA, (C) resolutions of the board of directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, the PIK Units and the Conversion Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Partnership has performed all or the General Partner (on its own behalf or on behalf of its covenantsthe Partnership), obligations as applicable, setting forth the name and agreements under this Agreement.title and bearing the signatures of such officers; (viiix) a certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the Closing Date, to the effect that each of the Partnership Parties and Material Subsidiaries is in good standing in its respective jurisdiction of formation; (x) an opinion from each of Xxxxxx & Xxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for the Partnership, in substantially the forms attached hereto as Exhibit E-1 and Exhibit E-2, respectively, which shall be addressed to the Purchasers and dated the Closing Date; (xi) a counterpart to any Joinder Agreement required by Section 8.10 executed by the Partnership; (xii) a cross-receipt executed by the Partnership and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and (xiii) such other documents relating to the transactions contemplated by this Agreement as the Purchaser Purchasers or its their respective counsel may reasonably request.