Partnership Deliveries. On or prior to the date hereof, the Partnership shall deliver, or cause to be delivered, to Dealer with respect to the Purchased Units:
(i) An opinion from in-house counsel for the Partnership with respect to the matters set forth in Sections 2(f)(i), (ii), (iii), (iv) and (v) and 2(g)(ii) of this Agreement, which shall be addressed to Dealer and dated the date hereof;
(ii) A fully executed copy of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached hereto as Exhibit A;
(iii) A fully executed copy of the Assignment Agreement and Transfer Notice dated on or prior to the date hereof, in each case in form and substance reasonably acceptable to Dealer, together with evidence of delivery of the Transfer Notice to NASDAQ;
(iv) Evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, as reflected in Schedule 4.02 to the Partnership Agreement, free and clear of any liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;
(v) An officer’s certificate of the Partnership, dated as of the date hereof, certifying as to and attaching (A) the certificate of limited partnership of the Partnership, (B) the Partnership Agreement, (C) resolutions authorizing the execution and delivery of this Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby, and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers;
(vi) A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the date hereof, to the effect that each of Newmark Group, the General Partner and the Partnership is in good standing (or certificate of similar import) in its jurisdiction of formation;
(vii) An officer’s certificate of the Partnership, dated as of the date hereof, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Sections 2(b)(i) and 2(b)(ii) have been satisfied;
(viii) A cross-receipt executed by the Partnership and delivered to Dealer certifying as to the amounts that it has received from Dealer (to be held in escrow until the Closing Date); and
(ix) True and correct copies of the fully executed Purchase Agreement together with all ...
Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser:
(a) Evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, as the case may be, bearing the legend or restrictive notation set forth in Section 4.8, and meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;
(b) A certificate of the Secretary of State of Delaware, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing;
(c) An Officer’s Certificate substantially in the form attached to this Agreement as Exhibit B;
(d) An opinion addressed to the Purchasers from Xxxxxxx Xxxxx LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit D;
(e) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership; and
(f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.
Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser:
(a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent of the Partnership (registered in the name of such Purchaser or its nominee in accordance with its instructions), bearing the legend or restrictive notation set forth in Section 4.9, free and clear of all Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;
(b) the Registration Rights Agreement in the form attached to this Agreement as Exhibit A, which shall have been duly executed by the Partnership;
(c) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the Partnership Entities is in good standing;
(d) An opinion addressed to the Purchasers from Xxxxxx & Xxxxxx LLP, legal counsel to the Partnership, dated as of the Closing, in the form and substance attached hereto as Exhibit B;
(e) A certificate, dated the Closing Date and signed by each of the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that:
(i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and
(ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership are true and correct in all material respects 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);
(f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Certificate of Limited Partnership of the Partnership, as amended, and the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Purchased Units, and (iii) its incumbent officers authorized to execute the Operative Documents, setting forth the nam...
Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser:
(a) The Purchased Units through the facilities of The Depository Trust Company;
(b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as of a recent date;
(c) A certificate of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing;
(d) A cross-receipt executed by the Partnership and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Closing Date;
(e) An opinion addressed to the Purchasers from Xxxxxxx Coie LLP, legal counsel to the Partnership, dated as of the Closing Date, in the form and substance attached hereto as Exhibit A;
(f) An opinion addressed to the Purchasers from Xxxxxx, Xxxxxx & Xxxxxxxx LLP, special Xxxxxxxx Islands and New York counsel to the Partnership, dated as of the Closing Date, in the form and substance attached hereto as Exhibit B;
(g) A certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer, or by the Vice President or Secretary of the General Partner, on behalf of the Partnership, in his or her capacities as such, stating that:
(i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and
(ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct when made and are true and correct as of the Closing Date and all other representations and warranties of the Partnership were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date; in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only); and
(h) A certificate of the Secretary or Assistant Secretary of the General Partner, on behal...
Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to Purchaser:
(i) the Purchased Units, in accordance with the book entry registration procedures of Purchaser’s transfer agent, together with evidence of the delivery of the Purchased Units; and
(ii) the Registration Rights Agreement, duly executed by the Partnership.
Partnership Deliveries. At or prior to the Closing, the Partnership will deliver or cause to be delivered to Transferors (either directly or under the terms of a closing escrow agreement) each of the instruments and documents listed in this Section 7.03, executed and acknowledged where appropriate by the Partnership and/or the other party or parties thereto, but none of such instruments and documents shall be deemed delivered or any other action taken until all Closing deliveries and actions are complete:
(a) A counterpart of the Partnership Agreement Amendment and the Redemption Rights Agreement.
(b) A copy of the Partnership Agreement, certified by an officer of the General Partner, to the effect that the attached copy of the Partnership Agreement is true, accurate and complete.
(c) A copy of the Articles of Incorporation of the General Partner, and any amendments thereto, certified by the Secretary of State of the State of Delaware as of a date not more than 10 days prior to the Closing Date, together with a certificate of an officer of the General Partner to the effect that the Articles of Incorporation thereof, as certified by the Secretary of State aforesaid, have not been further amended, revised, restated, canceled or rescinded up to and including the Closing Date and that the attached copy of the Articles of Incorporation and amendments thereto is true, correct and complete.
(d) All other instruments and documents, if any, to be executed, acknowledged and/or delivered by the Partnership pursuant to any other provisions of this Agreement.
Partnership Deliveries. The Partnership shall deliver to Seller the following:
(a) A certificate of the Partnership ("Partnership Closing Certificate") updating the representations and warranties contained in paragraph 4B hereof to the Closing Date and noting any changes thereto;
(b) Evidence reasonably satisfactory to Seller respecting the due authorization and execution of this Agreement and the documents required to be delivered hereunder; and
(c) Any other documents or instruments required to be delivered by the Partnership hereunder.
Partnership Deliveries. Partnership will deposit with the Escrow Agent the following items (collectively, the “Partnership Documents”):
(i) an assignment and assumption of lease, conveying to HACLA LLC, or affiliate, if required, a ground leasehold estate in the Land pursuant to the Ground Lease and in any adjacent sublease;
(ii) a grant deed, executed and acknowledged by Partnership, conveying to HACLA LLC fee simple title to the Improvements;
(iii) a xxxx of sale, executed by Partnership, conveying the Personalty to HACLA LLC free of any liens or encumbrances;
(iv) an assignment of leases and rents, executed and acknowledged by Partnership, conveying to HACLA LLC all right, title, interest and estate of Partnership in, to and under all Leases and all Rents;
(v) an assignment, executed by Partnership, conveying to HACLA LLC all right, title and interest of Partnership in, to and under the Intangibles and Service Contracts (the "Assignment of Service Contracts");
(vi) such documents as may be required by HUD in connection with the HUD Documents and/or the Approvals;
(vii) an executed and acknowledged assignment and assumption agreement approved by TCAC that assigns the TCAC Agreement to HACLA LLC;
(viii) an affidavit, dated the date of Distribution Close of Escrow and executed by an appropriate representative of Partnership under penalty of perjury, stating that Partnership is not a person with respect to whom withholding is required under Section 1445 of the Internal Revenue Code; and
(ix) such documents as Escrow Agent may reasonably require to establish the authority of Partnership to complete the Transaction.
Partnership Deliveries. Immediately prior to or concurrently with the Closing, Sellers shall cause Partnership to repay any debt owed by Partnership to MES Financial Corp. under the terms of the Bridge Financing Agreement.
Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to the Purchasers:
(a) Copies of the Certificate of Limited Partnership of the Partnership and of the Certificate of Formation of the Partnership GP, each certified by the Secretary of State of the jurisdiction of its formation as of a recent date;
(b) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that the Partnership is in good standing;
(c) The Registration Rights Agreement in substantially the form attached hereto as Exhibit A, which shall have been executed by the Partnership; and
(d) A certificate of the Secretary or Assistant Secretary of the Partnership GP, on behalf of itself and the Partnership, certifying as to (1) the Partnership Agreement, as amended, (2) the Partnership GP limited liability company agreement, as amended, (3) board resolutions authorizing the execution and delivery of the Basic Documents to which either the Partnership GP or the Partnership is a party and the consummation of the transactions contemplated thereby and (4) its incumbent officers authorized to execute the Basic Documents to which either the Partnership GP or the Partnership is a party, setting forth the name and title and bearing the signatures of such officers.
