Deliveries at Closing At the Closing:
Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:
Deliveries (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
General Conditions Applicable to Option to Build If the Interconnection Customer assumes responsibility for the design, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades,
Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:
Conditions Precedent to All Purchases and Reinvestments Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that:
Deliveries by Buyer At the Closing, Buyer shall deliver to Seller the following:
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.
Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:
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.
