Common use of Purchaser’s Deliveries Clause in Contracts

Purchaser’s Deliveries. At the Closing, Purchaser shall deliver or cause to be delivered to Seller: a. The Purchase Price in the form and manner provided for in Section 1.2(a) hereof; b. The Assumption Agreement duly executed by Purchaser; c. A certificate signed by a duly authorized officer of Purchaser, dated the Closing Date, confirming: (i) the truth and correctness in all material respects of all of the representations and warranties of Purchaser contained in this Agreement as of the Closing Date; (ii) that all agreements and covenants of Purchaser required to have been performed or complied with have been performed or complied with in all material respects; and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; d. Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative of such entity executing this Agreement and the Purchase Documents; and f. Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreement.

Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, each Purchaser shall shall: (a) have delivered, or cause to have been delivered, one (1) Business Day in advance of the Closing Date, payment of such Purchaser’s Purchase Price by wire transfer of immediately available funds to an account designated by CPLP in writing at least three (3) Business Days prior to the Closing Date; (b) deliver or cause to be delivered to SellerCPLP: a. The Purchase Price in (i) A cross-receipt executed by each Purchaser and delivered to CPLP certifying that it has received its respective Purchased Units as of the form and manner provided for in Section 1.2(a) hereofClosing Date; b. The Assumption Agreement duly executed by Purchaser; c. (ii) A certificate signed by a duly authorized officer of from each Purchaser, dated the Closing Date and signed by an appropriate officer of such Purchaser, in their capacities as such, stating that: (A) Such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Purchaser on or prior to the Closing Date, confirming: ; (iB) the truth and correctness in all material respects of all of the The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date; (ii) that Date and all agreements other representations and covenants warranties of such Purchaser required to have been performed or complied with have been performed or complied with are true and correct in all material respectsrespects 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 and (iii) that all necessary corporate action The Registration Rights Agreement relating to the Purchased Units, which shall have been duly executed by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; d. Resolutions, certified by each Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative of such entity executing this Agreement and the Purchase Documents; and f. Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreement.

Purchaser’s Deliveries. At the Closing, Purchaser shall deliver or cause to be delivered to Seller: a. : The Purchase Price in the form and manner provided for in Section 1.2(a) hereof; b. ; The Assumption Agreement duly executed by Purchaser; c. ; A certificate signed by a duly authorized officer of Purchaser, dated the Closing Date, confirming: (i) the truth and correctness in all material respects of all of the representations and warranties of Purchaser contained in this Agreement as of the Closing Date; (ii) that all agreements and covenants of Purchaser required to have been performed or complied with have been performed or complied with in all material respects; and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; d. ; Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. ; An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative of such entity executing this Agreement and the Purchase Documents; and f. and Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreement.

Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, each Purchaser shall deliver will deliver, or cause to be delivered delivered, to SellerCrosstex: a. The (a) Payment to Crosstex of each Purchaser’s Allocated Purchase Price by wire transfer of immediately available funds to an account designated by Crosstex in writing at least two Business Days prior to the Closing Date; (b) The Registration Rights Agreement in substantially the form and manner provided for in Section 1.2(a) hereof; b. The Assumption Agreement attached hereto as Exhibit A, which shall have been duly executed by each Purchaser; c. (c) A certificate signed cross-receipt executed by a duly authorized officer of Purchaser, dated the Closing Date, confirming: (i) the truth each Purchaser and correctness in all material respects of all of the representations and warranties of Purchaser contained in this Agreement delivered to Crosstex certifying that it has received its respective Purchased Shares as of the Closing Date; and (d) A certificate from each Purchaser, dated the Closing Date and signed by an appropriate officer of such Purchaser, in their capacities as such, stating that: (i) Such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Purchaser on or prior to the Closing Date; and (ii) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality were true and correct when made and as of the Closing Date and all agreements other representations and covenants of Purchaser required to have been performed or complied with have been performed or complied with warranties were true and correct in all material respects; respects when made and (iii) that are true and correct in all necessary corporate action by Purchaser has been taken to authorize the consummation material respects as of the transactions contemplated by the Agreement; d. ResolutionsClosing Date, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute in each case as though made at and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy as of the specimen signature Closing Date (except that representations made as of the authorized representative a specific date shall be required to be true and correct as of such entity executing this Agreement and the Purchase Documents; and f. Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreementdate only).

Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, the Purchaser shall deliver will deliver, or cause to be delivered, to the Company: (a) payment to the Company of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in writing prior to the Closing Date; (b) a cross-receipt executed by the Purchaser and delivered to Seller: a. The Purchase Price in the form and manner provided for in Section 1.2(a) hereofCompany certifying that it has received the Purchased Shares as of the Closing Date; b. The Assumption (c) a counterpart of the Registration Rights Agreement duly executed by the Purchaser;; and c. A certificate signed by (d) a duly authorized officer of Purchasercertificate, dated the Closing DateDate and signed by an authorized Representative of the Purchaser, confirming: stating that: (i) the truth Purchaser has performed and correctness complied, in all material respects of all of respects, with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Purchaser on or prior to the Closing Date; and (ii) the representations and warranties of the Purchaser contained in this Agreement are true and correct in all material respects at and as of the Closing Date; Date as if made on and as of the Closing Date (ii) except that all agreements and covenants representations made as of Purchaser a specific date shall be required to have been performed or complied with have been performed or complied with in all material respects; be true and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; d. Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative correct as of such entity executing this Agreement and the Purchase Documents; and f. Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreementdate only).

Purchaser’s Deliveries. At the Closing, Purchaser shall ---------------------- deliver or cause to be delivered to Sellerthe Selling Shareholders or, with respect to Section 9.2(a), to the Escrow Agent: a. The (a) $2,000,000 plus the Maximum Severance Amount to the Escrow Agent, in accordance with the terms of the Escrow Agreement; (b) the balance of the Aggregate Paid Purchase Price in the form and manner provided for in not previously delivered pursuant to Section 1.2(a) hereof), by wire transfer, to an account designated by the Principal Shareholders (which account shall be designated at least three days prior to Closing); b. The Assumption Agreement (c) the Escrow Agreement, duly executed by Purchaser; c. A (d) a certificate signed by a duly authorized officer of Purchaser, dated the Closing Date, confirmingconfirming that: (i) the truth and correctness in all material respects of all of the representations and warranties of Purchaser contained in this Agreement are true and correct as of the Closing DateDate to the same extent as if made on such date; (ii) that all agreements and covenants of Purchaser required by this Agreement to have been performed or complied with on or prior to the closing Date have been so performed or complied with in all material respectswith; and (iii) that all necessary corporate action required by the Board of Directors of Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; d. Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated provide for herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative of such entity executing this Agreement and the Purchase Documentshave been taken; and f. Such (e) all other documents reasonably required to be delivered by Purchaser at or instruments as Seller shall reasonably request prior to further evidence consummation of the transactions contemplated by this AgreementClosing Date.

Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, each Purchaser shall deliver will deliver, or cause to be delivered delivered, to SellerGlobal: a. The (a) Payment to Global of each Purchaser’s Purchase Price by wire transfer of immediately available funds to an account designated by Global in writing at least two Business Days prior to the Closing Date; (b) The Registration Rights Agreement in substantially the form and manner provided for in Section 1.2(a) hereof; b. The Assumption Agreement attached hereto as Exhibit A, which shall have been duly executed by each Purchaser; c. (c) A cross-receipt executed by each Purchaser and delivered to Global certifying that it has received its respective Purchased Units as of the Closing Date; (d) A certificate signed by a duly authorized officer of from each Purchaser, dated the Closing DateDate and signed by an appropriate officer of such Purchaser, confirming: in their capacities as such, stating that: (i) Such Purchaser has performed and complied with the truth covenants and correctness agreements contained in all material respects of all of this Agreement that are required to be performed and complied with by such Purchaser on or prior to the Closing Date; and (ii) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date; (ii) that Date and all agreements other representations and covenants warranties of such Purchaser required to have been performed or complied with have been performed or complied with are true and correct in all material respects; and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation respects as of the transactions contemplated by the Agreement; d. Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority Closing Date (except that representations made as of a specific date shall be required to (i) execute be true and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative correct as of such entity executing this Agreement and the Purchase Documents; and f. Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreementdate only).

Purchaser’s Deliveries. At the Closing, Closing the Purchaser shall deliver or cause to be delivered to Seller: a. The the Vendor: that portion of the Purchase Price referred to in paragraph 2.2 payable to the form and manner provided for in Section 1.2(a) hereof; b. The Assumption Agreement duly executed by Purchaser; c. A certificate signed by Vendor; a duly statutory declaration of authorized officer officers of Purchaser, the Purchaser dated the Closing Date, confirming: (i) Date to the truth and correctness in all material respects of all of effect that the representations and warranties of the Purchaser contained in this Agreement as are true and correct and that the covenants and agreements of the Purchaser to be performed on or before the Closing Date; (ii) that all agreements and covenants Date pursuant to the terms of Purchaser required to this Agreement have been performed or complied with have been performed or complied with duly performed; a certified copy of a resolution of the directors of the Purchaser authorizing the execution, delivery and implementation of this Agreement and of all transactions contemplated hereby and of all documents to be delivered by the Purchaser pursuant hereto; the legal opinion of the Purchaser’s Solicitor’s in all material respects; and (iii) a form reasonably satisfactory to the Vendor’s Law Firm, stating that all necessary corporate action by the Purchaser has been taken the capacity to authorize the consummation of the transactions contemplated by the Agreement; d. Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate complete the transactions contemplated herein hereby, that all necessary steps and therein; e. An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying corporate proceedings have been taken to permit the accuracy purchase of the specimen signature of Interest by the authorized representative of such entity executing Purchaser under this Agreement and that this Agreement and all other agreements required hereunder have been duly and validly authorized, executed and delivered by the Purchase Documents; and f. Such other documents or instruments Purchaser in accordance with its terms, except as Seller shall reasonably request to further evidence consummation may be limited by laws of general application affecting the transactions contemplated by this Agreement.rights of creditors generally;