Delivery of Materials In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JBE with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JBE-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JBE shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JBE’s termination is not for cause, the JBE shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JBE’s termination Notice.
Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.
Delivery of Materials to Underwriters The Company will deliver to each of the several Underwriters, without charge and from time to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request.
Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.
Form and Delivery of Communications All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or (d) sent by email or facsimile transmission, with receipt of oral or written confirmation that such transmission has been received. Notice to the Company shall be directed to Xxxxx Xxxxxx, the Chief Financial Officer, by mail to Charah Solutions, Inc., 00000 Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000. Notice to Indemnitee shall be directed to Indemnitee’s contact information on file with the Company’s Secretary or its Human Resources Department.
Delivery of Software 1. SAP will deliver the Software as described in the Documentation and the Price List and will also provide the appropriate license key for the relevant End User. With regard to the features, quality and functionality of the Software the product description in the Documentation and the Price List is solely decisive. SAP does not own any additional features, quality or functionality. Distributor can, in particular, not assert any additional feature, quality or functionality from any public statements, publications or advertisements by SAP except to the extend SAP has expressly confirmed such additional feature, quality or functionality in writing. Any representation, warranty, undertaking or guarantee regarding additional features, quality or functionality is effective only if expressly confirmed by SAP’s management in writing.
2. After acceptance of an order, SAP will deliver to Distributor one copy of the relevant Software:
a) on discs or other data media (“Physical Shipment”); or
b) by making it available for downloading through the internet (usually on the SAP ServiceMarket Place (xxxx://xxxxxxx.xxx.xxx/swdc)) (“Electronic Delivery”).
3. The relevant Software and Documentation will be deemed delivered (including but not limited for the purpose of fixed delivery dates or timely delivery) and the risk passes to Distributor:
a) in case of Physical Shipment, when the relevant disc or other data media thereof is handed over to the freight carrier (FCA - Free Carrier (named place of delivery), Incoterms 2010); or
b) in case of Electronic Delivery, when SAP has made an electronic copy thereof available for downloading and has informed Distributor accordingly, (“Delivery”).
4. Upon Distributor’s request or if stipulate in the order, SAP may agree to provide Software and/or the appropriate license key directly to the relevant Open Ecosystem Partner instead (“Open Ecosystem Partner Delivery”). In case of Open Ecosystem Partner Delivery, the provisions set out in this Article 5 (Delivery of Software) will apply analogously; delivery to Distributor will be deemed to occur upon Delivery to the Open Ecosystem Partner.
5. Upon Distributor’s request or if stipulate in the order, SAP may agree to provide Software and/or the appropriate license key directly to the relevant End User instead (“End User Delivery”). In case of End User Delivery, the provisions set out in this Article 5 (Delivery of Software) will apply analogously; delivery to Distributor will be deemed to occur upon Delivery to the End User.
6. SAP might be entitled to suspend the delivery of the Software, Maintenance Services, applicable license key or both to Distributor, Open Ecosystem Partner or End User or both as further set out in this Sell On Premise Distribution Model as well as the Distribution GTCS.
7. If Distributor receives a new copy of the Software, Documentation and/or other SAP Materials that replaces previously provided Software, Documentation and/or other SAP Materials, Distributor must distribute that newest copy provided and either destroy or upon SAP’s request return previous copies.
8. Distributor must not make the Software, Documentation and/or other SAP Materials available to the Open Ecosystem Partner or End User by any means other than by delivering the Software, Documentation and/or other SAP Materials as originally provided by SAP. Distributor’s right to pass on the Software, Documentation and/or other SAP Materials is subject to the provisions of this Agreement.
Execution and Delivery of Documents IT WAS RESOLVED that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture;
(b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement;
(h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;
(i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Delivery of Products 4.1 The Supplier shall ensure that:
(a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and
(c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Products:
(a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and
(b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua.
4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order.
4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply.
4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense.
4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1.
4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.
Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.
Electronic Execution and Delivery A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
