COMPANY'S DOCUMENTS Sample Clauses

COMPANY'S DOCUMENTS. (at) the Company is registered in the Chamber of Commerce (Xxxxx van Koophandel) under number 27293417 and the in the Chamber of Commerce registered information regarding the Company is accurate and complete; (au) the Company has not been dissolved, nor has a resolution to dissolve the Company been made or requested. The Company did not receive a notification as referred to in Article 2:19a of DCC from the Chamber of Commerce. The Company has not been declared bankrupt, is not in suspension of payments, nor have applications been filed or are there any reason to expect such;
Sample 1
AutoNDA by SimpleDocs
COMPANY'S DOCUMENTS. 6.1 Contractor shall search for defects, discrepancies and inconsistencies in Company's Documents (however excluding for the avoidance of doubt such parts of Company’s Documents that are irrelevant for the Work). Contractor shall without undue delay notify Company of any defects, discrepancies and inconsistencies so discovered within such date that is set forth in Appendix C (including its attachments) and, if no date is set forth in Appendix C (including its attachments), without undue delay or within such date that is otherwise agreed between the Parties, and shall reperform its review of the relevant Company’s Documents if corrected by Company. Contractor shall not be entitled to an adjustment of the Contract Price or the Contract Schedule due to such defects, discrepancies or inconsistencies so discovered, unless a Variation to the Work is instructed by Company in accordance with Article 6.2 below. 6.2 Upon receipt of notice from Contractor in accordance with Article Xxxx! Xxxx ikke referansekilden., Company shall, without undue delay, either have the necessary corrections made, or give Contractor instructions on how to proceed. The provisions of Article 12 to 16 shall apply accordingly. Notwithstanding the aforesaid, Article 12 to 16 shall not apply and the Contractor shall not be entitled to a Variation to the Work to the extent that the defects, discrepancies or inconsistencies so notified originates in technical solutions or design developed by the Contractor.
Sample 1
COMPANY'S DOCUMENTS. Simultaneously with the execution and delivery of this Agreement, the Company has delivered a certificate of Sexx X. Xxxxxx, its corporate secretary, certifying as to (1): the Company's current Certificate of Incorporation, as amended, duly certified by the Secretary of State of the State of Delaware, and that the Company is duly incorporated, validly existing and in good standing under Delaware law, (2) the Company's current by-laws, as amended, (3) the resolution(s) adopted by the Board of Directors of the Company approving this Agreement, the issuance of the Shares and the Warrant and the transactions contemplated hereby and thereby, and (4) a legal opinion from Epxxxxx Xexxxx & Green, PC in a form reasonably satisfactory to the Purchaser.
Sample 1
COMPANY'S DOCUMENTS. At Closing, the Company shall deliver to Buyer the following documents fully executed by Company and Parent, as applicable: (i) a Bill of Sale in the form attaxxxx to this Agreement as Exhibit A; (ii) an Assignment of Trade Names and Intellectual Property Rights in the form attached to this Agreement as Exhibit B (the "Trade Name Assignment"); (iii) an Assignment and Assumption of Contracts in the form attached to this Agreement as Exhibit C (the "Contract Assignment"); (iv) an Assignment and Assumption of Real Property Lease in the form attached to this Agreement as Exhibit D (the "Lease Assignment"); (v) an Assignment of Representations, Warranties and Covenants in the form attached to this Agreement as Exhibit E (the "Assignment of Representations"); (vi) duly entered corporate resolutions of the Company authorizing the transactions contemplated by this Agreement, accompanied by a certificate of the Secretary of the Company to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded, together with a good standing certificate from the Secretary of State of Florida dated not more than 10 days prior to the Closing Date; (vii) UCC-3 financing statement amendments amending the name of the debtor, appropriate for filing with relevant authorities, for each financing statement applicable to the Assets; (viii) an estoppel certificate executed by each of Albert Peacock and Arthur Peaxxxx xxxxx xx of thx Xxxxxxx Xxxx certifying that Parent is (A) current in its payments under the Notes and (B) not in default in any respect under the Notes; (ix) such releases, consents, waivers and approvals as may be necessary to effect the conveyance, transfer, assignment and delivery of the Assets, free and clear of all Liens; and (x) such other instruments of transfer or assignment as may be necessary in order to vest Buyer with good and marketable title to the Assets.
Sample 1
COMPANY'S DOCUMENTS. At the Closing, the Company will tender to Rasmus: a. a certified copy of the resolutions of the directors of the Company authorizing the purchase of the Purchased Shares and authorizing the execution, delivery and implementation of this agreement and all documents to be delivered by the Company pursuant hereto; b. the share certificate representing 100,000 restricted common shares in the capital of the Company registered in the name of Rasmus or his nominee; and c. all such other documents and instruments as Rasmus may reasonably request.
Sample 1
COMPANY'S DOCUMENTS. At the Closing, the Company will tender to Xxxxxx: a. a certified copy of the resolutions of the directors of the Company authorizing the purchase of the Purchased Shares and authorizing the execution, delivery and implementation of this agreement and all documents to be delivered by the Company pursuant hereto; b. the share certificate representing 38.5 million restricted common shares in the capital of the Company registered in the name of Xxxxxx or his nominee; and c. all such other documents and instruments as Xxxxxx may reasonably request.
Sample 1
COMPANY'S DOCUMENTS. The Company gives no warranty for the documents, information or data provided by or on behalf of the Company or the Agent (collectively, “Company’s Documents”) (including the specifications and data relating to the Assets set out in this Asset Sale Contract or the Bid Documents) as to their accuracy or sufficiency or as to how the same should be interpreted or otherwise howsoever and the Buyer shall make use of, interpret or rely upon the same entirely at its own risk.All Company‟s Documents shall: (a) remain the Company‟s property and be returned to the Company on written demand; and (b) not be used, copied nor reproduced for any purpose other than for the execution of the Project or the performance of the Demolition Work.
Sample 1
AutoNDA by SimpleDocs
COMPANY'S DOCUMENTS. At the Closing, the Company will tender to Xxxx: a. a certified copy of the resolutions of the directors of the Company authorizing the purchase of the Purchased Shares and authorizing the execution, delivery and implementation of this agreement and all documents to be delivered by the Company pursuant hereto; b. $1. 00 representing consideration for the purchase of all shares of New World Technologies Group, Inc.; and
Sample 1
COMPANY'S DOCUMENTS. 6.1 Contractor shall search for errors, defects, discrepancies and inconsistencies in Company’s Documents, ref. Appendix E. Contractor shall without undue delay notify Company of any errors, defects, discrepancies or inconsistencies discovered and thereafter, at his own cost, have necessary corrections made, if not otherwise instructed by Company. Contractor cannot invoke an error, defect, discrepancy and inconsistency in Company’s Documents as grounds for varying the Contract Price, the Contract Schedule or any other provision of the Contract.
Sample 1

Related to COMPANY'S DOCUMENTS

  • Companys Agreements The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ninety (90) day period following the effective date of a registration statement of the Company for an underwritten Public Offering (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the underwriters managing the Public Offering otherwise agree.

  • Securities Documents 22 Section 3.17 Related Party Transactions.................................................22 Section 3.18 Schedule of Termination Benefits...........................................22 Section 3.19 Deposits...................................................................23 Section 3.20 Antitakeover Provisions Inapplicable.......................................23 Section 3.21

  • Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

  • Control Documents Except as disclosed in Section 4.13 of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable the Company to consolidate the Financial Statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (b) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents as in effect at the date hereof, any applicable Law, or any contract to which any Group Company is a party or by which any Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any Lien upon any of the properties or assets of any Group Company. (e) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performed. (f) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.

  • Plan Documents This Agreement is qualified in its entirety by reference to the provisions of the Plan, which are hereby incorporated herein by reference.

  • Historical Documents Prior to the Disaffiliation Date, the Local Church will work with the Archives for the Annual Conference to turn over originals or acceptable copies (whether hard copy or electronic) of church archives, membership rolls, and other historical documents related to funerals, baptisms, weddings, minutes, etc., of the Local Church for archiving with the Annual Conference.

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Existing Documents The Contractor has reviewed and taken into consideration the Bidding Documents in preparing his bid.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Investor Documents Each Investor has executed a Subscription Agreement which has been provided to Administrative Agent. Each Side Letter that has been entered into by such Investor has been provided to Administrative Agent. For each Investor, (i) the applicable Operative Document and its Subscription Agreement (and any related Side Letter) set forth its entire agreement regarding its Capital Commitment and (ii) no changes, modifications, amendments or waivers were otherwise made to the applicable Operative Document, form Subscription Agreement attached hereto, or any related Side Letter.

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