Common use of Partnership Deliveries Clause in Contracts

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, as the case may be, bearing the legend or restrictive notation set forth in Section 4.8, 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 Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (d) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, as the case may be, bearing the legend or restrictive notation set forth in Section 4.84.09, 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 a certificate of the Secretary of State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) An an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (d) An an opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal special counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions opinion attached to this Agreement as Exhibit D; (e) The the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and (f) A a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the certificate of formation of the General Partner, the limited liability company agreement of the General Partner, the certificate of limited partnership of the Partnership, and the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Basic Documents Transaction Agreements and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic DocumentsTransaction Agreements, setting forth the name and title and bearing the signatures of such officers. (g) a cross receipt, dated the Closing Date, executed by the Partnership confirming that the Partnership has received such Purchaser’s Aggregate Purchase Price.

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence of issuance of a certificate evidencing the The Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, as the case may be, delivering certificates (bearing the legend or restrictive notation set forth in Section 4.84.08) evidencing such Purchased Units at the Closing, and meeting the requirements of the Partnership Agreement, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer restrictions under the Partnership Agreement and applicable imposed by federal and state securities lawsLaws and those imposed by such Purchaser; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership, (ii) the Certificate of Limited Partnership of the General Partner and (iii) the Certificate of Formation of the GP LLC, each certified by the Secretary of State of the State of Delaware, dated as of a recent date; (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (cd) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (d) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (f) Confirmation that the Purchase Agreement and Contribution Agreement have been entered into in substantially the form attached hereto as Exhibit B and Exhibit C, respectively; and (fg) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, as amended, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence of issuance of a certificate evidencing the The Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, as the case may be, delivering certificates (bearing the legend or restrictive notation set forth in Section 4.84.08) evidencing such Purchased Units at the Closing, and meeting the requirements of the Partnership Agreement, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer restrictions under the Partnership Agreement and applicable imposed by federal and state securities lawsLaws and those imposed by such Purchaser; (b) Copies of (i) the Certificate of Limited Partnership of the Partnership, (ii) the Certificate of Limited Partnership of the General Partner and (iii) the Certificate of Formation of the GP LLC, each certified by the Secretary of State of the State of Delaware, dated as of a recent date; (c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (cd) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (de) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D; (ef) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and (fg) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, as amended, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence at the option of each Purchaser (which such option is exercisable by notice to the Partnership at least two (2) 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, as the case may be, bearing the legend or restrictive notation set forth in Section 4.8, 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 Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (dc) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx Holland & Xxxx, LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D; (ed) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and (fe) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, as amended, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers. At any Subsequent Closing, the Partnership shall deliver only (a) above.

Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreementhereof, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, agent of the Partnership registered in the name of such Purchaser or its nominee as of the case may beClosing Date in accordance with its instructions, bearing the legend or restrictive notation set forth in Section 4.8, and meeting the requirements of the Partnership Agreement4.9, free and clear of any all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities lawslaws and any Liens granted to secure the obligations under the Credit Agreement which shall have been terminated and released (or reasonable arrangements shall be in place for the termination and release of such Liens; provided that any necessary filings to record each such termination and release shall in any event be made on the Closing Date, as promptly as practicable after the Closing, and evidence of both the filing and recording thereof shall be promptly provided in writing to each Purchaser); (b) A certificate of the Secretary of State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing; (c) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B; (d) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D; (e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit AAgreement, which shall have been duly executed by the Partnership; (c) A certificate, dated the Closing Date and signed on behalf of the Partnership by a duly authorized officer thereof, in his or her capacity as such, stating that the conditions set forth in Section 2.4(a), Section 2.4(b), Section 2.4(d), and Section 2.4(e) have been satisfied; and (fd) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to and attaching (i) the Certificate of Limited Partnership of the Partnership and the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Basic Operative Documents and the consummation of the transactions contemplated thereby thereby, including the issuance of the Purchased Units, and (iii) the incumbent incumbency of the officers authorized to execute the Basic Operative Documents, setting forth the name and title and bearing the signatures signature of such officers.