Deliverables to Buyer Sample Clauses

Deliverables to Buyer. Buyer shall have received each of the following: (i) each of the Ancillary Agreements executed by Seller, in each case substantially in the form attached as an Exhibit to this Agreement; (ii) without prejudice to Buyer’s rights under Section 9.2 of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing Date; (iii) a certificate of status as to Seller(s) issued by the Secretary of State of its state of organization, or an affidavit of partnership; (iv) a certification by an officer of Seller(s) certified as of the Closing Date as to: (A) the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms of this Agreement; (B) the incumbency of the officers of Seller(s) authorized to execute and deliver this Agreement and the Ancillary Agreements; and (C) the organizational actions required for Seller(s) to enter into this Agreement and the Ancillary Agreements (e.g. corporate resolutions); (v) with respect to the Real Property: (A) a duly executed and acknowledged special warranty deed for each parcel of Real Property (each a “Deed”) subject to the “Permitted Exceptions” (as hereinafter defined); and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter defined; (vi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement; (vii) appropriate organizational documentation from the selling entities as reasonably required by the Title Company. (viii) Evidence of termination of the Lease Agreement. (ix) all such instruments, documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.
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Related to Deliverables to Buyer

  • Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.

  • Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.

  • Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives. C.1. <Title> Deliverable 1

  • SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Seller Deliverables At the Closing, Seller shall deliver, or cause to be delivered (each, a “Seller Deliverable”, and, collectively, the “Seller Deliverables”): i. to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 5(a) of the Real Estate Purchase Agreement, in each case, duly executed by the applicable Selling Entities or Real Estate Sellers; ii. to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of such Selling Entity for U.S. federal income tax purposes); iii. to OpCo Purchaser, stock or other applicable ownership certificates representing all of the outstanding OpCo Acquired Interests; iv. to OpCo Purchaser, the Intellectual Property License, duly executed by the applicable Selling Entities; v. to OpCo Purchaser, the Transition Services Agreement, duly executed by the applicable Selling Entities, if applicable; vi. to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; vii. to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; viii. to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Seller; ix. to each of OpCo Purchaser and PropCo Purchaser, the Contingent Lease Support Agreement, duly executed by Seller; x. to OpCo Purchaser, an aggregate amount of cash equal to the Reserve Amount (as defined in the Contingent Lease Support Agreement); xi. to the Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or instrument reasonably required by the Title Company in order to effectuate the issuance of the Title Policy subject only to Permitted Liens; and xii. to each of OpCo Purchaser and PropCo Purchaser, as applicable, each of the other Ancillary Agreements, duly and validly executed by the parties thereto other than OpCo Purchaser or PropCo Purchaser.

  • 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.

  • Training Materials Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

  • Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • NEW MATERIALS The Work to be delivered hereunder shall consist of new materials, not used, or reconditioned, remanufactured, or of such age as to impair its usefulness or safety.

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