Closing Deliverables At the Closing, the Shareholders shall deliver the following to the Purchaser: (i) a certificate, in form and substance reasonably satisfactory to the Purchaser, signed by the secretary of the Company, dated the Closing Date, certifying as to (i) the organizational documents of the Company as in effect on the Closing Date; and (ii) certificates of good standing of the Company from the Secretary of State of the States of Delaware and Florida as of a recent date; (ii) each of the Consents identified in Part 2.22 of the Company Disclosure Schedule; (iii) a certificate, executed by each of the Shareholders (the "Shareholder Closing Certificate"), setting forth that the conditions in Sections 5.1(a) and 5.1(b) have been met; (iv) board resolutions of the Company evidencing the election of Xxxxx Xxxxxxxxx to the board of directors of the Company; (v) the Shareholder Stock Certificates and Stock Assignments; (vi) the rescission agreement, in the form attached hereto as Exhibit E, executed by each of the Shareholders (the "Rescission Agreement"); (vii) the Letter Agreement executed by the Company and STIC; (viii) the agreements evidencing the ISx Debt executed by the parties thereto in the forms attached hereto as Exhibit F, which agreements shall include an amendment to the UCC-1 financing statement that is currently on file for the benefit of Xxxxx Xxxxxxxxx Partners, L.P. with the Company listed as the debtor to conform the description of the collateral and other terms and obligations to the terms of the ISx Debt and to assign Xxxxx Xxxxxxxxx as agent for the lenders pursuant to the terms of the ISx Debt; (ix) Purchaser's form of Second Amended and Restated Investor Rights Agreement, executed by each of the Shareholders and Messrs. Downs and Xxxxx (in the case of Messrs. Downs and Xxxxx, with respect to the underlying shares of stock issuable upon exercise of the warrants being issued to them in connection with the transactions contemplated by this Agreement); (x) the working capital facility letter, in the form attached hereto as Exhibit G, executed by STIC, the Company and Purchaser; and (xi) the M&A letter agreement, in the form attached hereto as Exhibit H, executed by Xxxxxxx Xxxxx Ventures, Inc., STIC, the Company and Purchaser.
Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.
SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.