Partnership’s Deliveries Sample Clauses

Partnership’s Deliveries. On the Closing Date, the Partnership shall deliver or cause to be delivered to Contributor the Acceptance to the Assignment in the form of Exhibit E.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Partnership’s Deliveries. Each Partnership and Contributor ------------------------ shall have delivered to or for the benefit of Xxxxxxxx, on or before the Closing Date, all of the documents and other information required of them pursuant to Sections 7.2 and 7.4 hereof. -------------------- (b) Representations, Warranties and Covenants; Obligations of --------------------------------------------------------- Partnership; Certificate. Each Partnership's and Contributor's representations ------------------------ and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made; each Partnership and Contributor shall have performed in all material respects all of its covenants and other obligations under this Agreement; and each Partnership and Contributor shall have executed and delivered to Xxxxxxxx at Closing a certificate, to the best of their knowledge and belief, to the foregoing effect. Notwithstanding the foregoing, if there shall be any changes in facts, circumstances or events occurring after the date hereof and before the Closing Date which would render any Partnership or Contributor representations or warranties untrue in any material respect and of which Xxxxxxxx is notified or has knowledge, (i) to the extent the status of the matter in question nonetheless conforms to an express performance threshold set forth in this Agreement (for example, tenant defaults which would not violate the condition of subsection (h) below), then there shall be no effect caused thereby to the rights and obligations of the parties, (ii) to the extent the status of the matter in question is governed by an express provision elsewhere set forth in this Agreement (for example, casualty damage), then such other express provision shall govern, and (iii) for any other change which is not attributable to the fault of Contributor or Partnership and which can be cured by the expenditure of a reasonably ascertainable sum of money in an amount less than $1,000,000, Partnership or Contributor shall have the option, in order to cause Xxxxxxxx to consummate the Closing, to establish a monetary reserve as security for a cure equal to 125% of the amount reasonably estimated by Xxxxxxxx to be necessary for such cure; provided that Xxxxxxxx shall not be required to accept a monetary reserve if the matter in question precludes a lender of Xxxxxxxx from closing a loan for any financing incidental to this transaction.
Sample 1
Partnership’s Deliveries. At the Closing, Partnership and/or ------------------------ Contributor shall deliver to Xxxxxxxx (or, in the case of records, files and the like, Partnership shall make same available to Xxxxxxxx at the location of each Property or at Partnership's regular business office) all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn on behalf of Partnership and shall be dated as of the Closing Date:
Sample 1
Partnership’s Deliveries. At the Closing, the Partnership shall deliver to BCI GP and BCI LP, as applicable, the following:
Sample 1
Partnership’s Deliveries. On the Closing Date, the Partnership shall ------------------------ deliver to MPI, each duly executed by the Partnership:
Sample 1
Partnership’s Deliveries. At the Closing, the Partnership shall deliver to the Special LP the following:
Sample 1

Related to Partnership’s Deliveries

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Contributor’s Deliveries At the Closing, Contributor shall deliver the following to Acquirer in addition to all other items required to be delivered to Acquirer by Contributor:

  • 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.

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

  • Partnership Formation and Identification 6 2.1 Formation............................................................................................ 6 2.2 Name, Office and Registered Agent.................................................................... 6 2.3 Partners............................................................................................. 6 2.4

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!