Common use of Partnership Deliveries Clause in Contracts

Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership (registered in the name of such Purchaser or its nominee in accordance with its instructions), bearing the legend or restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing; (d) An opinion addressed to the Purchasers from Xxxxxx & Xxxxxx LLP, 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 each of 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 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); (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Certificate of Limited Partnership of the Partnership, as amended, and the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (iii) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signature of each such officer; (g) The “lock-up” agreements, each substantially in the form of Exhibit C hereto, among (i) each of the Placement Agents, on the one hand, and (ii) each of Noble, the Partnership, and the officers and directors of the General Partner, on the other hand, related to sales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on the Closing Date.

Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership (registered in the name of such Purchaser or its nominee in accordance with its instructions)Partnership, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) 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, the Partnership Entities and the domestic Subsidiaries listed on Exhibit C is in good standing; (d) An opinion addressed to the Purchasers from Xxxxxx Vxxxxx & Xxxxxx LLPExxxxx 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 each of the Chief Executive Financial Officer and the Chief Financial Officer General Counsel 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 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 are, individually and in the aggregate, 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 and attaching (i1) the Certificate of Limited Partnership of the Partnership, as amended, Partnership and the Partnership Agreement, (ii2) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (iii3) its incumbent the incumbency of the officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signature signatures of each such officer;officers. (g) The “lock-up” agreements, agreements each substantially in the form of Exhibit C D hereto, among (i) each of the Placement AgentsPurchasers, on the one hand, and (ii) each of Noblethe Sponsor, the Partnership, and the executive officers and directors of the General Partner, on the other hand, related to sales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on the Closing Date.

Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership (registered in the name of such Purchaser or its nominee in accordance with its instructions)Partnership, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; (b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities General Partner, the Partnership, the Operating Company, Antero Treatment and Antero Water is in good standing; (d) An opinion addressed to the Purchasers from Xxxxxx & Xxxxxx LLPL.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 each of the Chief Executive Financial Officer and the Chief Financial Administrative 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 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 are, individually and in the aggregate, 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); (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i1) the Amended and Restated Certificate of Limited Partnership of the Partnership, as amended, Partnership and the Partnership Agreement, (ii2) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (iii3) its incumbent the incumbency of the officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signature signatures of each such officer;officers; and (g) The “lock-up” agreementsA receipt, each substantially in the form of Exhibit C hereto, among (i) each of the Placement Agents, on the one hand, and (ii) each of Noble, the Partnership, and the officers and directors of the General Partner, on the other hand, related to sales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on dated the Closing Date, executed by the Partnership to the effect that the Partnership has received the Aggregate Purchase Price with respect to the Purchased Units issued and sold to the Purchasers.

Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser: (a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership (registered in the name of such Purchaser or its nominee in accordance with its instructions)Partnership, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;laws; (b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership;Partnership; (c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing;standing; (d) An opinion addressed to the Purchasers from Xxxxxx & Xxxxxx Xxxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B;B; (e) A certificate, dated the Closing Date and signed by each of the Chief Executive Officer President and the Group Chief Financial Officer of the General Partner, on behalf of the Partnership, in their respective 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; Date; and (ii) The representations and warranties of the Partnership 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 are, individually and in the aggregate, 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);. (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i1) the Certificate of Limited Partnership of the Partnership, as amended, Partnership and the Partnership Agreement, (ii2) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (iii3) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signature signatures of each such officer;officers; (g) The “lock-up” agreementsA receipt, each substantially in the form of Exhibit C hereto, among (i) each of the Placement Agents, on the one hand, and (ii) each of Noble, the Partnership, and the officers and directors of the General Partner, on the other hand, related to sales and certain other dispositions of Common Units or certain other securities, shall be in full force and effect on dated the Closing Date., executed by the Partnership to the effect that the Partnership has received the Aggregate Purchase Price with respect to the Purchased Units issued and sold to the Purchasers; and