By Contributor. (i) if there shall be any Order of a Court or Governmental Entity having jurisdiction over a party hereto which is final and non-appealable permanently enjoining, restraining or prohibiting the consummation of the contributions contemplated by this Agreement, unless the party relying on such Order has not complied with its obligations under Section 6.1;
(ii) if the Closing shall not have been consummated before July 31, 2011 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfill any obligation under this Agreement has been a cause of; or resulted in, the failure of the Effective Time to occur on or before the Termination Date; or
(iii) if there has occurred a Material Adverse Effect.
By Contributor. Contributor shall deliver possession of the Property to the Escrow Agent on behalf of the Partnership on the Pre-Closing Date, subject only to the Permitted Exceptions. Additionally, as of the Pre-Closing Date, Contributor shall have delivered in escrow to the Escrow Agent the following (collectively, the "Contributor Deliverables"):
(i) a special warranty deed in form provided for under the law of the state where the Property is located, or otherwise in conformity with the custom in such jurisdiction and mutually satisfactory to the parties, executed and acknowledged by Contributor, which deed shall convey to the Partnership good, indefeasible and marketable fee simple title to the Property, subject only to the Permitted Exceptions, and subject to, and containing a description of, the Right of First Refusal (as defined in Section 11(a)) that burdens the Property;
(ii) such assignments and other documents and certificates as the Partnership may reasonably require in order to fully and completely transfer and assign to the Partnership all of Contributor's right, title, and interest, in and to development approvals relating to the development of the Property from applicable governmental authorities, and any other permits, rights under utility agreements and similar rights applicable to the Property;
(iii) a detailed summary of service contracts relating the Property to which Contributor is a party;
(iv) such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property; and
(v) any additional deliveries and documents that the Partnership, the Escrow Agent or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.
By Contributor. At Closing, Contributor shall deliver to Contributee the following:
By Contributor. Contributor represents and warrants to Company that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary rights to transfer the Contributed Content and grant the licenses set forth herein; and (iii) Company’s use of the Licensed Content and Sublicensed Content as authorized herein does not and will not infringe or misappropriate any third party Intellectual Property Rights.
By Contributor. Contributor hereby agrees to defend, indemnify and hold harmless Company, its officers, directors, employees and agents against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of or resulting from (i) Contributor’s breach of any representation or warranty under this Agreement; or (ii) third party claims that Company’s use of the Licensed Content, Sublicensed Content, or any portion thereof, as authorized herein infringes or misappropriates any third party Intellectual Property Rights. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid by Company in indemnifying a sublicensee for any claims, demands or causes of actions arising out of or resulting from Contributor’s breach of any representation or warranty under this Agreement shall be deemed losses for which Company is entitled to indemnification hereunder. Company agrees to provide Contributor with prompt written notice of any third party claim subject to indemnification, allow Contributor to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that Company may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Company in providing notice as required hereunder shall not relieve Contributor of its indemnification obligations except and only to the extent that Contributor was prejudiced by such delay.
By Contributor. Subject to Sections 5.4.3 and 5.4.4, Contributor shall waive any claim against Recipient for, and shall indemnify, hold harmless and defend Recipient against any claim, loss, damage or expense, including, without limitation, any and all reasonable attorneys’ fees and disbursements, asserted against or suffered by Recipient resulting from the following: (i) any breach by Contributor of this Agreement; (ii) any liability or obligation of Contributor to a third party that Recipient is not required to assume hereunder or accruing prior to such assumption, including, without limitation, any personal injury or property damage suffered in, on or about the Property by a third party or relating thereto occurring before the Closing (except that attributable to the negligence or intentional acts of Recipient or its agents, employees or representatives); or, (iii) the breach of any of the covenants, representations or warranties made by Contributor herein, including, without limitation, breach of the warranty contained in Section 7.22.
By Contributor. Contributor shall deposit or cause to be deposited into the Escrow at least one (1) business day before the Closing Date the following documents executed and, if applicable, acknowledged by Contributor as required:
a. Duplicate originals of the Assignment to each party;
b. Original of the Deed;
c. Duplicate originals of the Lease Assignment;
d. A duly completed and executed affidavit of non-foreign status in compliance with Internal Revenue Code Section 1445 in the form attached hereto as Exhibit “G” attached hereto and incorporated herein by reference as if fully set forth at length;
e. A duly completed and executed Form 593-C in compliance with California Revenue and Taxation Code Sections 18805 and 2613 for each Contributor;
f. Such other documents as the Title Company may reasonably request or as may be reasonably requested to effect the transaction contemplated by this Agreement or to facilitate the Closing;
g. A completed Accredited Investor Questionnaire, substantially in the form attached hereto as Exhibit “I”; and
h. A counterpart signature page to the Partnership Agreement in the form attached hereto as Exhibit “K”.
By Contributor. In providing Contributor Data to eHealth Ontario, the Contributor will take the same care as it would take in maintaining its own records for individuals seeking care from the Contributor. The Contributor will make reasonable efforts to provide the Contributor Data to eHealth Ontario at such time or times as may be agreed to by the parties.
By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents and employees from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Acquirer or the Company by reason of or arising out of: (i) a breach of any representation or warranty of Contributor set forth in this Agreement, provided Contributor’s liability under this clause (i) is subject to all of the limitations, conditions and qualifications of Contributor’s liability stated in Section 6 or elsewhere in this Agreement; (ii) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (iii) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company prior to Closing. The liability of each Contributor under this paragraph (a) is limited to each such Contributor’s Ownership Percentage of the total of all liabilities or amounts recoverable by Acquirer hereunder.
By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents, employees, and tenants from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Acquirer by reason of or arising out of: (a) if the transaction hereunder closes, a breach of any representation or warranty of Contributor set forth in this Agreement; (b) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (c) the ownership, maintenance, operation, management and use of the Property prior to Closing.
