CERTAIN DELIVERABLES Sample Clauses

CERTAIN DELIVERABLES. 1. Marvell will provide the following Marvell Deliverables, to be integrated by EZchip in the NP4-C and NP4-G Licensed Product model for simulation and Netlist closure purposes [*] * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. 2. The Deliverables to be provided by each party, as set forth on Exhibit B, shall be deemed to be Marvell Deliverables or EZchip Deliverables (depending on the providing party) for purposes of this SOW.
Sample 1Sample 2
AutoNDA by SimpleDocs
CERTAIN DELIVERABLES. (a) At the Closing Date, each of Bermuda Holdco, Delaware Purchaser and Merger Sub shall deliver to the Company a certificate of an authorized officer thereof to the effect that (i) the representations and warranties of Bermuda Holdco, Delaware Purchaser and Merger Sub that are qualified by materiality, “Material Adverse Effect” or words of similar import are true and correct in all respects, and the representations and warranties of Bermuda Holdco, Delaware Purchaser and Merger Sub that are not so qualified are true and correct in all material respects, in each case as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) each of Bermuda Holdco, Delaware Purchaser, Merger Sub and each of their Affiliates that are parties to the MTA has performed or complied in all material respects with its obligations that are required to be performed or complied with by it under this Agreement or under the MTA with respect to the Merger on or prior to the Closing Date. (b) Bermuda Holdco shall, if and when requested by the Company’s tax counsel prior to the Effective Time, deliver to such counsel the Tax Certification contemplated by Section 4.6(a)(vi) of the MTA.
Sample 1
CERTAIN DELIVERABLES. 1. Marvell will provide the following Marvell Deliverables, to be integrated by EZchip in the NP5-C and NP5-G Licensed Product model for simulation and Netlist closure purposes [*] 2. The Deliverables to be provided by each party, as set forth on Exhibit B, shall be deemed to be Marvell Deliverables or EZchip Deliverables (depending on the providing party) for purposes of this SOW. * This portion has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The complete document, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission.
Sample 1
CERTAIN DELIVERABLES. 1. Marvell will provide the following Marvell Deliverables, to be integrated by EZchip in the [*] Licensed Product model for simulation and Netlist closure purposes: [*] 2. The Deliverables to be provided by each party, as set forth on Exhibit B, shall be deemed to be Marvell Deliverables or EZchip Deliverables (depending on the providing party) for purposes of this SOW.
Sample 1
CERTAIN DELIVERABLES. 3 Section 4.- Site Surveys............................................................................ 3 4.1 Existing End User Sites.................................................................... 3 4.1.1 Equant Responsibilities............................................................. 3 4.1.2 Clarent Responsibilities............................................................ 4 4.2 New End User Sites......................................................................... 4 4.2.1 Equant Responsibilities............................................................. 5 4.3 Charges for Site Surveys................................................................... 6 Section 5.- Site Preparation........................................................................ 6 Section 6.- Maintenance Services.................................................................... 6 6.1 Clarent Responsibilities................................................................... 6
Sample 1
CERTAIN DELIVERABLES. Acquiror shall have furnished (or cause to be furnished) the Seller Representative with the following: (a) the certificate referred to in Section 8.1 regarding fulfillment of closing conditions; and (b) such other documents relating to Acquiror as the Seller Representative reasonably may request.
Sample 1
CERTAIN DELIVERABLES. Certain deliverables to be provided by Equant, Clarent, or jointly, pursuant to this Statement of Work are set forth in Exhibit 4.
Sample 1
AutoNDA by SimpleDocs
CERTAIN DELIVERABLES. The appropriate Seller, as the case may be, shall have furnished (or caused to be furnished) Acquiror with the following: (a) assignments or other transfer documents as may be necessary to convey good and marketable title to all of the Equity Interests to Acquiror, free and clear of all Encumbrances and certifying that there are no outstanding options to acquire any Equity Interests or other ownership interests in the Companies; (b) duly executed Deeds in the form set forth in Exhibit E (the “BSI Properties Deeds”) and an ALTA owner’s extended coverage policy of title insurance, together with any required endorsements, issued by a title company acceptable to Acquiror (and its lenders) insuring Acquiror’s fee simple interest in the Owned Property. (c) the certificates referred to in Section 7.1 regarding fulfillment of closing conditions; (d) certificates as to the good standing of each of the Companies, executed by the appropriate officials of the State of Texas and of each other state in which the Companies and any affiliate is qualified as a foreign corporation; (e) resignations, effective on the Closing Date, of those persons named on Schedule 7.2(e) who are at the time officers and managers of either of the Companies; (f) the minute books, ownership transfer and similar records and entity seals of each of the Companies; (g) a certificate of non-foreign status of each of the Seller Parties, reasonably acceptable to Acquiror, satisfying the requirements of Section 1.1445-2(b)(2)(i) of the United States Treasury Regulations promulgated under the Code; (h) all termination statements and instruments of release, in form and substance satisfactory to counsel for Acquiror, releasing and discharging all Encumbrances (other than Permitted Encumbrances) against the Companies, the assets of the Companies or the BSI Properties or otherwise providing for the release and discharge of such items upon such terms and conditions as are acceptable to Acquiror and evidence of the payment or cancellation of all Closing Indebtedness; (i) the originals, or copies certified to the satisfaction of Acquiror, of all Property Leases and Title Documents with respect to the Real Property and Property Leases with respect to the Leased Property and the usual and customary documents with respect to the transfer of the Real Property and the Leased Property; (j) if the Seller is married, a duly executed Spousal Consent in the form set forth in Exhibit F (the “Spousal Consent”); (k) Emplo...
Sample 1
CERTAIN DELIVERABLES. No later than the Closing, DWM shall cause AB or a designee of AB with financial capacity to ICLK’s reasonable satisfaction (other than any DWM Group Company) to provide a binding undertaking as described on Schedule 7.7 of the DWM Disclosure Letter reasonably satisfactory to the ICLK Parties.
Sample 1

Related to CERTAIN DELIVERABLES

  • SERVICE DELIVERABLES You will receive service on the Covered Product as described below: Carry-In: Unless otherwise provided in this Agreement, the Covered Product must be shipped or delivered and retrieved by You at Our authorized service center during normal business hours. In-Home/On-Site: Service will be performed in Your home or on-site as indicated on the Declarations Page of this Agreement, or on Your sales receipt or invoice provided You have fulfilled the following requirements: (1) provide Our authorized technician with accessibility to the Covered Product; (2) provide a non-threatening and safe environment for Our authorized technician; and (3) an adult over the age of 18 must be present for the period of time Our authorized technician is scheduled to provide service and while Our authorized technician is on Your property servicing the Covered Product. In-Home Service will be provided by Our authorized service provider during regular business hours, local time, Monday through Friday, except holidays. Our authorized service center may opt to remove the Covered Product to perform service in-shop. The Covered Product will be returned upon completion. Additional time and mileage charges for in-home repairs outside of twenty-five (25) contiguous land miles or the normal service radius of Our authorized service center are not covered by this Agreement, and are Your responsibility.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Acceptance of Deliverables The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!