Equitable's Deliveries Sample Clauses

Equitable's Deliveries. At or prior to the Closing, Equitable will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in the following provisions of this Section 7.1, executed and acknowledged where appropriate by Equitable and/or the other party or parties thereto:
Sample 1
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Equitable's Deliveries. At or prior to the Closing, Equitable will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in the following provisions of this Section 7.1, executed and acknowledged where appropriate by Equitable and/or the other party or parties thereto: 7.1.1 A special or limited warranty deed (each, a "Deed") with respect to each Property, in proper statutory form for recording, conveying such Property from Equitable to Purchaser, subject only to Permitted Encumbrances. 7.1.2 An assignment by Equitable to Purchaser with respect to each Ground Lease of the tenant's interest under such Ground Lease in proper form for recording and otherwise in the form of Exhibit N, subject to any modifications required pursuant to the applicable Ground Lease. 7.1.3 A bxxx of sale with respect to each Mall conveying the applicable Personal Property to Purchaser, which bxxx of sale shall contain no warranties, express or implied, by Equitable except that 26 Equitable is the owner of and has not previously sold, transferred or encumbered (other than for the Existing Financing) the Personal Property. 7.1.4 An assignment, in proper form for recording and otherwise in the form of Exhibit O (subject to any modifications required pursuant to the applicable Operating Agreement), by Equitable to Purchaser of all of Equitable's right, title and interest in, to and under each of the Operating Agreements. 7.1.5 An assignment, in the form attached as Exhibit P, by Equitable to Purchaser with respect to each Mall of all of Equitable's right, title and interest in, to and under all the applicable Leases, and in and to all security deposits and any interest thereon which, under the terms of the applicable Leases, is payable to the Tenants thereunder. 7.1.6 An assignment by Equitable to Purchaser with respect to each Mall in the form attached as Exhibit Q of all of Equitable's right, title and interest in, to and under the applicable Other Agreements. 7.1.7 A "General Assignment" by Equitable to Purchaser with respect to each Mall in the form attached as Exhibit R of all of Equitable's right, title and interest in and to the following, if any: (i) all warranties and guaranties of manufacturers, suppliers and contractors, to the extent the same are assignable, (ii) all permits of Governmental Authorities, and licenses and approvals of private utilities and others, required for or necessary to the operation and maintenance of such Mall, to the extent the same are ...
Sample 1
Equitable's Deliveries. At or prior to the Closing, Equitable will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in this Section 7.01, executed and acknowledged where appropriate by Equitable and/or the other party or parties thereto, but none of such instruments and documents shall be 20 deemed delivered or any other action taken until all Closing deliveries and actions are complete:
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Related to Equitable's Deliveries

  • Representations and Indemnities to Survive Delivery; Third Party Beneficiaries The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Offered Securities sold hereunder and any termination of this Agreement. Each Investor shall be a third party beneficiary with respect to the representations, warranties, covenants and agreements of the Company set forth herein.

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Buyer’s Deliveries At the Closing, Buyer shall deliver the following to Seller:

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Representations and Indemnities to Survive Delivery The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

  • Other Deliveries At or prior to Closing, Parent shall have delivered to the Company (i) copies of resolutions and actions taken by Parent’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • Deliveries (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

  • Seller’s Deliveries in Escrow As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

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