Deliveries by Sellers. At the Closing, Sellers shall deliver or procure delivery to Purchaser of:

At the Closing, each Seller shall deliver or cause to be delivered to Buyer an assignment of the Purchased Units held by such Seller in form and substance reasonably satisfactory to Buyer.

Deliveries by the Sellers

Sellers’ Warranties. Each Seller severally, and not jointly, hereby represent and warrant to the Company, as to itself, that:

By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Gary C. Evans (in such capacity, the “Sellers’ Representative”) as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Sellers’ Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents, including: # agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price; # direct the distribution of the Purchase Price among Sellers; # act for Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made by or against Sellers, if any; # act for Sellers with respect to all post-Closing matters; # terminate, amend or waive any provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Sellers’ Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; # employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Sellers’ Representative and to rely on their advice and counsel; # incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; # receive all or any portion of the Purchase Price and to distribute the same to Sellers according to this Agreement; # sign any releases or other documents with respect to and dispute or remedy arising under this Agreement or the Ancillary Documents; and # do or refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and completely as any Seller could do if personally present and acting. The Sellers’ Representative hereby accepts his or her appointment and authorization as the Sellers’ Representative under this Agreement.

Deliveries. The deliveries specified in [Section 5.02] shall have been made by the ​.

Deliveries. ​ shall have delivered to Seller the items required by [Section 2.4];

Deliveries. All documents or instruments required to be delivered by ​ or third parties at or prior to the Closing, shall have been delivered to the Sellers.

Closing Deliveries of ​. At Closing, ​ will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Sellers:

Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend, and hold harmless, to the full extent of the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of the breach by any of Sellers of any representation or warranty of Sellers contained in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.