Common use of Contributor Deliveries Clause in Contracts

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to Acquirer: (a) a counterpart of the Debt Assumption Agreement solely with respect to the Everest Notes validly tendered and not withdrawn and accepted for exchange pursuant to Section 2.1(c), duly executed by the Everest Notes Issuers; (b) the Subject Interests by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Encumbrances or interests of any Third Party (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws); (c) a certificate duly executed by the Secretary or an Assistant Secretary of the general partner of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, attesting to (i) the Partnership Agreement of Contributor and (ii) the resolutions of the Contributor Board authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, to the effect that each of the conditions specified in Section 6.1(a) and Section 6.2(a) and Section 6.2(b) have been satisfied in all respects; (e) a certificate duly executed by Contributor, dated as of the Closing Date, in the form specified by Treasury Regulations Section 1.1445-2(b)(2), certifying Contributor’s non-foreign status; (f) Schedule 7.4(a) as described in Section 7.4(a); and (g) evidence of the novation (from Contributor to Acquirer) of the Commodity Derivative Instruments set forth on Schedule 6.4(g).

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to Acquirer: (a) a counterpart of the Debt Assumption Agreement solely with respect to the Everest Notes validly tendered and not withdrawn and accepted for exchange pursuant to Section 2.1(c2.1(b), duly executed by the Everest Notes Issuers; (b) the Subject Interests by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Encumbrances or interests of any Third Party (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws); (c) a certificate duly executed by the Secretary or an Assistant Secretary of the general partner of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, attesting to (i) the Partnership Agreement of Contributor and (ii) the resolutions of the Contributor Board authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, to the effect that each of the conditions specified in Section 6.1(a) and Section 6.2(a) and Section 6.2(b) have been satisfied in all respects; (e) a certificate duly executed by Contributor, dated as of the Closing Date, in the form specified by Treasury Regulations Section 1.1445-2(b)(2), certifying Contributor’s non-foreign status; (f) Schedule 7.4(a) as described in Section 7.4(a); and (g) evidence of the novation (from Contributor to Acquirer) of the Commodity Derivative Instruments set forth on Schedule 6.4(g).