Deliveries by Operating Partnership Sample Clauses

Deliveries by Operating Partnership. Operating Partnership agrees to deliver (or cause to be delivered) to Pilevsky at the Closing the following agreements and documents ("Operating Partnership Documents"), all satisfactory in form and substance to Pilevsky: (a) The Assignment, duly executed by Operating Partnership; (b) A certificate of good standing and/or subsistence, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware with respect to Operating Partnership, the State of Maryland with respect to Philips Corp. and the State of Florida with respect to Palm Springs Ltd; (c) Certified copy of a consent duly adopted by the general partner of Operating Partnership authorizing the execution, delivery and performance of this Agreement and of each of the Operating Partnership Documents; (d) General release from Operating Partnership and Philips Corp. in the form attached as Schedule D, duly executed by Operating Partnership and Philips Corp.; and (e) Such other consents, documents and instruments as may be reasonably required to effectuate the terms of this Agreement and to comply with the terms hereof.
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Deliveries by Operating Partnership. Operating Partnership agrees to deliver (or cause to be delivered) to Pilevsky at the Closing the following agreements and documents ("Operating Partnership Documents"), all satisfactory in form and substance to Pilevsky: (a) The Assignment, duly executed by Operating Partnership; (b) A certificate of good standing and/or subsistence, dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State of the State of Delaware with respect to Operating Partnership, the State of Maryland with respect to Philips Corp., the State of Florida with respect to Palm Springs Ltd and the state of organization of A. Pilevsky LLC with respect to A. Pilevsky LLC; (c) Certified copies of a unanimous consent duly adopted by Philips Corp. authorizing the execution, delivery and performance of this Agreement and of each of the Operating Partnership Documents; (d) General release from Operating Partnership and Philips Corp. in the form attached as Schedule D, duly executed by Operating Partnership and Philips Corp.; and (e) Such other consents, documents and instruments as may be reasonably required to effectuate the terms of this Agreement and to comply with the terms hereof.
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Related to Deliveries by Operating Partnership

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

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

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows: