Certain Deliveries Sample Clauses
The 'Certain Deliveries' clause defines specific requirements or conditions for the delivery of goods, services, or documents under a contract. It typically outlines what must be delivered, the manner or timing of delivery, and any special procedures or documentation required for those particular items. For example, it may specify that certain reports must be submitted electronically by a set date, or that physical goods require inspection upon arrival. This clause ensures that both parties are clear on their obligations regarding particular deliveries, reducing the risk of misunderstandings or disputes about what is to be provided and when.
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. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
(a) Seller shall deliver to Buyer:
(i) a b▇▇▇ of sale for all of the tangible Purchased Assets in the form of Exhibit D (the "B▇▇▇ of Sale") executed by Seller; ------------
(ii) an assignment of all of the Purchased Assets that are intangible personal property in the form of Exhibit E, which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller;
(iii) a Tolling Agreement, dated as of the Closing Date, with Buyer or a designated Affiliate of Buyer in substantially the form of Exhibit F (the "Tolling Agreement") executed by Seller; -----------------
(iv) a Non-Compete Agreement, dated as of the Closing Date, with Buyer or a designated Affiliate of Buyer in substantially the form of Exhibit G (the "Non-Compete Agreement") executed by each of the Seller, Chinook Services LLC, Chinook LLC, D▇▇▇ ▇. ▇▇▇▇, J▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇ ▇. ▇▇▇▇▇;
(v) a Transition Services Agreement, dated as of the Closing Date, with Buyer or a designated Affiliate of Buyer in substantially the form of Exhibit H (the "Transition Services Agreement") executed by Seller; ---------------------------------
(vi) the Consent Agreement executed by Seller;
(vii) the Escrow Agreement executed by Seller; and
(viii) a certificate pursuant to Section 6 of the Ontario Retail Sales Tax Act.
(b) Buyer shall deliver to Seller:
(i) the Purchase Price (less the Purchased Inventory Escrow Amount to be deposited by Buyer with the Escrow Agent at Closing) by wire transfer to an account specified by Seller in a writing delivered to Buyer prior to the Closing Date;
(ii) the Assignment and Assumption Agreement executed by Buyer;
(iii) the Tolling Agreement executed by Buyer;
(iv) the Non-Compete Agreements executed by Buyer;
(v) the Transition Services Agreement executed by Buyer;
(vi) the Consent Agreement executed by Buyer;
(vii) the Escrow Agreement executed by Buyer; and
(viii) the promissory note described in Section 2.3(a).
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. (a) Concurrently with the Closing, Buyer shall deliver, or cause to be delivered:
(i) to Seller, an executed counterpart to the Escrow Agreement signed by ▇▇▇▇▇; and
(ii) an executed Retention Bonus Agreement with respect to each Retention Bonus Recipient.
(b) At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Buyer:
(i) letters of resignation from the officers or directors of the Company and each of its Subsidiaries, in form and substance reasonably satisfactory to Buyer;
(ii) a payoff letter duly executed by each holder of Payoff Indebtedness, each in form and substance reasonably acceptable to Buyer (each such payoff letter, a “Debt Payoff Letter” XE " QUOTE 0X201C “Debt Payoff Letter QUOTE 0X201D ”" \t “Section 2.4(b)(ii)" ), which Debt Payoff Letters shall (A) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable related to each such applicable item of Payoff Indebtedness (each, the “Payoff Amount”) XE "“Payoff Amount”" \t "Section 2.4(b)(ii)" and (B) provide for delivery by the holders of such applicable Payoff Indebtedness, promptly upon receipt of the applicable Payoff Amount, of customary releases of all Encumbrances and instruments of full discharge to Buyer;
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. As soon as practicable after the Agreement Date, the Company will deliver to the Buyer’s outside counsel, 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.