Certain Deliveries Sample Clauses

Certain Deliveries. The obligation of the Underwriters to purchase Shares hereunder is subject to the delivery to the Underwriters at the Time of Delivery of such documents as it may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Shares and other matters related to the issuance of the Shares.

Certain Deliveries. The Company shall deliver to the Holder copies of all documents filed by the Company with the Securities and Exchange Commission. In addition and for so long as any portion of the Note remains unpaid, the Company shall deliver to the Holder copies of its monthly financial statements. Such financial statements shall be delivered on or before the thirtieth day of each month for the immediately preceding month.

Certain Deliveries. (a) Within thirty (30) days after the end of each month ending after the date of this Agreement and prior to the Closing Date, Parent and Sellers shall prepare and furnish to or cause to be furnished to AlliedSignal a copy of the monthly financial reports for the Combined Business after September 30, 1997 (including unaudited balance sheet and income statements) for each such month and the fiscal year to the end of such month). All of the foregoing financial statements shall comply with the requirements concerning unaudited financial statements set forth in Section 2.6. In addition, Parent and Sellers shall furnish AlliedSignal, upon request, with copies of regular management reports, if any, concerning the operation of the Business within ten (10) days after such reports are prepared. (b) Each Seller shall, and Parent and Sellers shall cause the Seller Subsidiaries to, provide AlliedSignal, within five days of the execution or the date of receipt thereof, a copy of each Contract entered into by any Company after the date hereof and prior to the Closing Date which, if entered into prior to the date hereof would have been required to be disclosed on Part A of Schedule 2.8(a). (c) Within five days after the date of filing thereof, AlliedSignal or Parent, as the case may be, shall furnish to the other a copy of each report filed by AlliedSignal or Parent, as the case may be, after the date of this Agreement and prior to the Closing Date under the Securities Act or the Exchange Act.

Certain Deliveries. The Company shall have delivered to the Buyer’s outside counsel the Signing Disk.

Certain Deliveries. The Company shall deliver to the Holder copies of all documents filed by the Company with the Securities and Exchange Commission.

Certain Deliveries. Concurrently with the execution and delivery of this Amendment, the Company is delivering to LLCP, or is causing the delivery to LLCP of, each of the following documents: (a) An Amendment to the Security Agreement (Company), in form and substance satisfactory to LLCP, dated as of the Fourth Amendment Effective Date and duly executed by the Company; (b) An Amendment to the Security Agreement (Subsidiary), in form and substance satisfactory to LLCP, dated as of the Fourth Amendment Effective Date and duly executed by Overhill Ventures; (c) A Consent under the Intercreditor Agreement dated as of November 24, 1999, in form and substance satisfactory to LLCP and the Senior Lender, dated as of the Fourth Amendment Effective Date and duly executed by the Senior Lender; (d) A Deposit Account Control Agreement, in form and substance satisfactory to LLCP, dated as of the Fourth Amendment Effective Date and duly executed by the Senior Lender and the Company; (e) True, correct and complete copies of resolutions duly adopted by the Board of Directors of each of the Company, Parent and Overhill Ventures, respectively, duly authorizing and approving this Amendment and the other Amendment Documents (as defined below) and the transactions contemplated hereby and thereby, in each case certified by the Secretary of the Company, Parent and Overhill Ventures, respectively, in a Secretary's Certificate in form and substance satisfactory to LLCP; (f) True, correct and complete copies of all consents, authorizations and approvals necessary or required to be obtained in connection with this Amendment and the other Amendment Documents and the transactions contemplated hereby and thereby, including, without limitation, the written consent of the Senior Lender; and (g) True, correct and complete copies of all amendments and other documents entered into between the Company Parties (or any of them), on the one hand, and the Senior Lender, on the other, with respect to the matters addressed herein or such other matters as LLCP may request, all in form and substance reasonably satisfactory to LLCP. This Amendment, together with the other agreements, instruments and documents described in this Section 2, are collectively referred to herein as the "Amendment Documents."

Certain Deliveries. In connection with the Merger and pursuant to the Merger Agreement, Member hereby delivers and surrenders herewith any certificate(s) (if any) representing the Units together with any Company Convertible Notes held by Member in exchange for the right to receive the applicable portion of the Stock Consideration, minus any required tax deductions or withholdings, to which Member is entitled under the Merger Agreement, at the times specified therein. Member agrees that, following surrender of all such certificates and Company Convertible Notes and upon the Effective Time, such certificates representing Units and such Company Convertible Notes shall, without further action by Member, be cancelled, terminated and of no further force or effect, and be subject to the terms and conditions of the Merger Agreement. If the Merger Agreement is terminated prior to consummation of the Merger, then such certificates and Company Convertible Notes will be returned to Member at the address set forth herein or by delivery to the Company. In addition to the foregoing, Member agrees to deliver to Parent herewith a completed and signed Form W-9 (or Form W-8, if applicable). Member acknowledges and agrees that it is not entitled to and will not receive the applicable portion of the Stock Consideration, minus any required tax deductions or withholdings, to which Member is entitled under the Merger Agreement, until Member has complied with its obligations under this Section 7.1. Member acknowledges and agrees that upon receipt of the applicable portion of the Stock Consideration, minus any required tax deductions or withholdings, to which Member is entitled under the Merger Agreement in accordance with its terms, Member shall have received all the consideration to which Member is entitled with respect to the Units and Company Convertible Notes submitted with this Joinder Agreement.

Certain Deliveries. As soon as practicable after the Agreement Date, the Company will deliver to the Buyer’s outside counsel on one or more CD-Rom disks, a complete and accurate (as of the Agreement Date) electronic copy of the “data room” (the “Signing Disk”). Until the Closing, the Signing Disk and the documents and other information thereon shall remain subject to the terms of the Confidentiality Agreement. 58

Certain Deliveries. When Tenant has obtained a certificate of occupancy for any Major Construction, Tenant shall provide Landlord with a courtesy copy thereof and, when available, a courtesy copy of "as-built" plans and specifications for such Major Construction and a courtesy copy of an "as-built" survey, either of which may be in electronic format, but Tenant shall not be in default of these obligation until it has received a Minor Default Notice which includes, in all capital and bold letters in a size no smaller than the largest print on the Minor Default Notice, the following legend: "FAILURE TO TIMELY TAKE ACTION MAY RESULT IN ENFORCEMENT ACTION” and the opportunity to cure as is afforded Tenant in the definition of Delay Fee in this Lease. Landlord's sole remedies for breach of these obligations shall be limited to specific performance and/or payment of the Delay Fee, and Tenant waives all defenses, except defense of performance, in any action brought by Landlord to enforce its rights under this Section.

Certain Deliveries. The Company shall deliver to Parent, not more than 20 days prior to, but not later than, Sub's acceptance for payment of any Shares pursuant to the Offer, a statement in accordance with Treas. Reg. ss.sx. 0.1445-2(c)(3) and 1.897-2(h), and neither Parent nor Sub shall have actual knowledge that such statement is false or received a notice that the statement is false pursuant to Treas. Reg. ss. 1.1445-4. In addition, the Company shall deliver to Parent on the date Sub first accepts for payment any Shares pursuant to the Offer the notification to the Internal Revenue Service, in accordance with the requirements pursuant to Treas. Reg. ss. 1.897-(h)(2), of delivery of the statement referred to in the preceding sentence, signed by a responsible corporate officer of the Company.