Deliverables by the Parties Sample Clauses

Deliverables by the Parties. 5.1 At the Date of Completion: 5.1.1 Telefónica shall deliver to China Unicom: (a) a written confirmation duly signed by the Secretary of the Telefónica Board certifying that all statements contained in Schedule 1 are true and accurate in all respects as at the date of this Agreement and as at the Date of Completion; and (b) a copy (certified as true copy by the secretary of the Telefónica Board) of the resolutions of the Telefónica Board approving the Telefónica Acquisition, the China Unicom Acquisition, the execution by Telefónica of this Agreement and performance of all of its obligations contemplated hereunder; 5.1.2 China Unicom shall deliver to Telefónica: (a) a written confirmation duly signed by a director of China Unicom certifying that all statements contained in Schedule 2 are true and accurate in all respects as at the date of this Agreement and as at the Date of Completion; and (b) a copy (certified as true copy by an officer of China Unicom) of the resolutions of the China Unicom Board approving the China Unicom Acquisition and execution by China Unicom of this Agreement and performance of all of its obligations contemplated hereunder, including acknowledgement of the Telefónica Acquisition.
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Deliverables by the Parties. As soon as practical after the Effective Date, the Parties shall cooperate to complete the formation of VN Tech Cayman, to issue or transfer all shares of stock of any of the Entities or the VXXX Stock referred to in this Amended Agreement, and to take all other corporate action for appointment of directors, election of officers, adoption of bylaws needed to reflect the corporate structure and governance of Entities described in Section 4. A. Corporate Structure and Governance of Entities
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Deliverables by the Parties. 3.1 Immediately following the Effective Date and notwithstanding that WFOE has not yet registered to do business, ChinaTel shall, directly and through subcontractors, advance WFOE up to $1 million of Engineering Services. All work performed directly by ChinaTel or any affiliate of ChinaTel (whether included in Engineering Services or subsequent to execution of the Equipment Contract) shall be performed at ChinaTel’s actual cost, including allowance for indirect labor costs such as fringe benefit and allocated overhead. Pursuant to the JV Agreement, YYNT and/or JV agree to provide ChinaTel and its subcontractors full access to the Backbone and Metro Ring Fiber for purposes of conducting its Engineering Services. 3.2 Within 10 days of the Effective Date, ChinaTel shall issue and deliver 9 million shares of CHTL Stock to Azur, which shall be issued as restricted stock under Rule 144 of the Securities and Exchange Act of 1934 (“CHTL Restricted Shares”). The CHTL Restricted Shares shall also be subject to “piggyback” registration rights. 3.3 Within 10 days of the Effective Date, Azur shall pay an affiliate of YYNT $2 million as YYNT directs. 3.4 Immediately following the Effective Date, the Parties shall proceed diligently and cooperatively with all steps necessary or desirable to create, organize, capitalize and register the Entities. Azur shall take the lead in creating the Entities on behalf of the Parties. Immediately following registration of the Entities to do business, JV and WFOE shall enter into a series of contracts to achieve the financial goals described in Sections 1.1, 1.2, and 2.1.1. 3.5 As soon as practical after completion of the steps contemplated to occur during Phase 1, as described in Section 2.1.1, the Parties shall proceed diligently and cooperatively with all steps necessary or desirable to complete the steps contemplated to occur during Phase 2, as described in Section 2.1.2. 3.6 After completion of the steps constituting Phase 2, as described in Section 2.1.2, the Parties shall discuss and use their reasonable commercial efforts agree on the appropriate timing to proceed with the steps contemplated to occur during Phase 3, as described in Section 2.1.3.
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Deliverables by the Parties. 3.1 Within ten days of the completion of registration of WFOE to do business, VN Tech shall assign and transfer to WFOE the VN Tech Resources. 3.2 Within ten days after VN Tech transfers the VN Tech Resources to WFOE, ChinaTel shall issue to VN Tech, or as VN Tech directs, 5 million shares of CHTL Stock, valued for purposes of this Agreement at $1.50 per share. A. Corporate Structure and Governance of Entities
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Deliverables by the Parties. 2.1 Immediately following the Effective Date and notwithstanding that JV and WFOE have not yet registered to do business, ChinaTel shall, directly and through subcontractors, advance WFOE up to $1 million of Engineering Services. All work performed directly by ChinaTel or any affiliate of ChinaTel (whether included in Engineering Services or subsequent to execution of the Equipment Contract) shall be performed at ChinaTel’s actual cost, including allowance for indirect labor costs such as fringe benefit and allocated overhead. YYNT and/or JV agree to provide ChinaTel and its subcontractors full access to the Backbone Fiber and Metro Ring Fiber for purposes of conducting its Engineering Services. 2.2 Immediately following the Effective Date, Azur and ChinaTel shall proceed diligently and cooperatively with all steps necessary or desirable to create, organize, capitalize and register JV, WFOE, and the other Entities who will own WFOE. Azur shall take the lead in creating the Entities on behalf of the Parties. Immediately following registration of the Entities to do business, JV and WFOE shall enter into a series of contracts to achieve the financial goals described in Sections 1.1 and 1.2. A. Corporate Structure and Governance of JV
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Deliverables by the Parties 
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Related to Deliverables by the Parties

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • By the Parties Except as specifically provided in this SCIA, modifications of this SCIA shall not be effective unless agreed to in writing by both Parties in an amendment to this SCIA.

  • Services by the Indemnitee The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

  • Deliveries by the Company (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to such Subsequent Closing and the Distribution Center Closing.

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

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