Contributor and LP Unit Recipients Sample Clauses

Contributor and LP Unit Recipients. Contributor and each LP Unit Recipient represents and warrants to Acquiror that the following matters are true as of the Contract Date and shall be true as of the Closing Date and covenants as follows:
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Contributor and LP Unit Recipients. Contributor represents and warrants to Acquiror that the following matters are true and correct as of the Contract Date and shall be true and correct as of the Closing Date; and each LP Unit Recipient represents and warrants (but only as to itself) to Acquiror that the matters set forth in Sections 11.1.1 and 11.1.4 are true and correct as of the Contract Date and shall be true and correct as of the Closing Date and covenant as follows:
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Contributor and LP Unit Recipients. Each Contributor represents and warrants to Acquiror, but only with respect to its respective Project(s), that the following matters are true as of the Contract Date; and each LP Unit Recipient represents and warrants (but only as to itself) to Acquiror that the matters set forth in Subparagraph 7.1(x) are true as of the Contract Date: (a) [Intentionally Omitted]; (b) Title. Contributor is, as of the Closing Date, the legal fee simple titleholder of the Projects. (c) Contributor's Deliveries. To the actual knowledge of Contributor, all of Contributor's Deliveries listed on Exhibit D attached hereto and all other items delivered by Contributor pursuant to this Agreement, including, without limitation, those required pursuant to Paragraphs 4 and 5 above, are true, accurate, correct and complete in all material respects, and fairly present, in all material respects and as of the dates specified therein, the information set forth in a manner that is not materially misleading. Contributor has delivered to Acquiror, however, copies of all Leases and other agreements to which Contributor is presently a party and that relate to or affect the ownership and operation of the Projects, and that would or will bind Acquiror upon Closing.
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Related to Contributor and LP Unit Recipients

  • PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

  • Participating Entities Contractor shall provide to Participating States and Participating Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • The FTPS Unit Servicing Agent shall be indemnified ratably by the affected Trust and held harmless against any loss or liability accruing to it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the operations of the Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises, including without limitation any loss, liability or expense incurred in acting pursuant to written directions to the FTPS Unit Servicing Agent given by the Trustee or Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the FTPS Unit Servicing Agent deems necessary in its discretion to protect the Trust and the rights and interests of the FTPS Unit holders pursuant to the terms of this Indenture.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).