Deliveries Conditions Sample Clauses

Deliveries Conditions. Assignee shall issue or deliver the following to or for the benefit of Assignor on or prior to the Closing Date: (1) the consideration for the Membership Interests; (2) duly executed resolutions adopted by Assignee authorizing the execution and delivery of this Agreement by Assignee, the performance by Assignee of its obligations hereunder and the consummation of the transactions contemplated hereby; (3) the releases required pursuant to Section I hereof;
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Deliveries Conditions. 6.1 Items to be delivered to the Buyers at the Closing by the Seller. The Buyers’ obligations to purchase the Shares hereunder is conditioned on the following closing conditions and deliveries: (a) Delivery by the Seller of the following: (i) copies of the Company’s Articles of Incorporation and amendments thereto, By-laws and amendments thereto; (ii) all minutes and resolutions of the board of directors and of the stockholders (and meetings of stockholders) in possession of the Company; (iii) stockholder list of the Company; (iv) all tax returns in possession of the Company; (v) Acknowledgments signed by all Company creditors indicating that, except for the Company Liabilities listed on Schedule D, all Company Liabilities identified on Schedule C have been either paid, transferred or assumed by Seller; (vi) all applicable schedules hereto; (vii) Letters of resignation from the Company’s current officers and directors to be effective upon Closing and confirming that they have no claim against the Company in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing and after the appointments; (viii) Executed board resolutions authorizing and approving the actions to be performed by the Company hereunder and appointing designees of the Buyers as members of the board of directors or officers of the Company as set forth in Schedule E; (ix) A duly executed copy of this Agreement; (x) The Share Certificates (xi) Good standing and existence certificates for the Company from the State of Colorado; (xii) Executed Certificate of Officers of V2K International, Inc; and (xiii) Any other document reasonably requested by the Buyers that the Buyers deem necessary for the consummation of this transaction. (b) The Buyers are satisfied with their due diligence investigation of the Company, in their sole discretion; (c) The Buyers’ designees for the officer and director positions of the Company shall have been duly appointed; and (d) The representations and warranties set forth in Article 2 of this Agreement shall be true and correct in all material respects. 6.2 Items to be delivered at Closing by Buyers. The Seller’s obligations to sell the Shares hereunder are conditioned on the following closing conditions and deliveries by the Buyers: (a) All applicable exhibits and schedules hereto; (b) A duly executed copy of this Agreement; (c) Any other document reasonably requested by the Seller that it deems necessary for the consummation of t...
Sample 1
Deliveries Conditions. At the Closing, or on the date hereof, as the case may be, the Parties shall deliver the documents referenced in Article 5. Further, the obligations of the Parties to consummate the Closing shall be subject to the covenants and conditions set forth in Articles 8 to 12.
Sample 1
Deliveries Conditions. (a) Assignor shall execute and deliver to Assignee, on or prior to the Closing Date a good and sufficient Assignment and Assumption of Partnership Interest, in the form attached hereto as Exhibit C, conveying, selling, transferring, assigning and delivering to Assignee good and marketable title to the Partnership Interest, in the condition referenced in Section 1 (the "Assignment Agreement") and (ii) written evidence of full satisfaction of the Loan Receivable. (b) Assignee shall issue or deliver the following to or for the benefit of Assignor on or prior to the Closing Date: (i) the amount required to prepay the Loan Receivable in full, by wire transfer of immediately available federal funds; (ii) the consideration for the Partnership Interest, by wire transfer of immediately available federal funds, or payable in the manner determined pursuant to Section 3 or Section 4 hereof, or both; (iii) duly executed resolutions adopted by Assignee authorizing the execution and delivery of this Agreement by Assignee, the performance by Assignee of its obligations hereunder and the consummation of the transactions contemplated hereby; (iv) the Assignment Agreement duly executed by Assignee; (v) the releases required pursuant to Section 10 hereof; and (vi) the Marriott Consent (as hereinafter defined). (c) The effectiveness of this Agreement is conditioned upon all other partners of the JVJ Joint Ventures executing and delivering to Assignee identical (except for amount of consideration) forms of a Contribution Agreement.
Sample 1
Deliveries Conditions. Assignee shall issue or deliver the following to or for the benefit of Assignor on or prior to the Closing Date: (1) the consideration for the Participation Interests;
Sample 1
Deliveries Conditions. 7.1 At the Closing, the Company shall cause to be delivered to the Investors the following: (a) The Notes in accordance with Section 2.2 hereof to each Investor, in the principal amount set forth next to such Investor's name on Schedule 2.2; (b) The Warrant Stock in accordance with Section 3 hereof; (c) The Security Agreement duly executed by the Company and its Subsidiaries; (d) A "Good Standing Certificate" of the Company in the Commonwealth of Pennsylvania dated as of a recent date; (e) A Certificate of the Secretary of the Company attaching (A) the Articles of Incorporation of the Company in effect at the Closing, (B) the Bylaws of the Company in effect at the Closing, (C) copies of resolutions by the Board of Directors authorizing and approving this Agreement, the issuance and delivery of the Notes and the Warrant Stock, and the consummation of the transactions contemplated hereby; and (D) certifying as to the incumbency of the officers executing this Agreement on behalf of the Company and the documents contemplated by this Agreement to which the Company is a party; and (f) An opinion of Xxxxxx Xxxxxxxx, LLP satisfactory in form and substance to each Investor. 7.2 At the Closing, each Investor shall cause to be delivered to the Company (a) the purchase price for the Note being acquired by such Investor; (b) the Additional Warrant held by such Investor; (c) an executed Warrant Note for the exercise price of the Additional Warrant held by such Investor; and (d) an executed Pledge Agreement.
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Deliveries Conditions 
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Related to Deliveries Conditions

  • Delivery Conditions (a) The Delivery Conditions are as follows: (i) At Seller’s expense, Seller shall have secured all Governmental and grid operations approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver Distribution Services at the Initial Contract Capacity to Buyer. (ii) Seller shall have posted collateral as required by Section 10.4(a)(ii). (iii) Seller shall have submitted for Buyer’s review a Project Safety Plan incorporating the elements described in Appendix XII, which must demonstrate Seller’s ability to comply with the Safety Requirements on the IDD and for the Delivery Term. (iv) Seller shall have delivered to Buyer the Safety Attestation in accordance with Section 2(a) of Appendix XIV. (v) As of the IDD, no Seller’s Event of Default shall have occurred and remain uncured. (vi) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the IDD and submitted the Certification for Commercial Operation in Appendix VII-A to enable (A) Seller to satisfy the obligations of the Seller herein and (B) the Project to deliver Distribution Services at the Contract Capacity to Buyer. (vii) At Seller’s expense, Seller shall have installed any necessary metering to deliver the applicable Distribution Services in accordance with Section 4.1 and any applicable tariffs of the Utility Distribution Company. (viii) Seller shall have met each Critical Milestone set forth in Appendix VI pursuant to Section 2.3.

  • Seller’s Conditions Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: xxxx://xxx.xxxxxxxxx.xxx/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to xx@xxxxxxxxx.xxx.

  • Purchaser’s Conditions (a) The obligation of Purchaser to complete the Transaction and purchase the Assets from Vendor is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Purchaser and may be waived only by Purchaser: (i) the representations and warranties of Vendor set forth in Clause 5.1 shall be true and correct in all material respects when made and as of the Closing Time, unless some other time is specified, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects, (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) the Competition Act Approval shall have been obtained without conditions; (v) the TSXV Approval shall have been obtained without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion; and (vi) no material change to the Assets, except as shall have been consented to in writing by the Purchaser, shall have occurred between the execution of this Agreement and the Closing Date which would materially or adversely affect the value of the Assets and Vendor shall have delivered to Purchaser an Officer's Certificate to that effect at Closing, provided that neither a decrease in the market price of any Petroleum Substances, changes in the reservoir, nor production of Petroleum Substances in the ordinary course of business shall be considered substantial damage for the purposes of this subclause. (b) If any of the conditions precedent Clause 3.1(a) have not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time stating the reason for termination; (c) Following any termination of this Agreement by Purchaser pursuant to Clause 3.1: (i) Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to return the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Purchaser; (ii) Purchaser and Vendor shall be released and discharged from the further performance of any duties or obligations under this Agreement, except as provided in this Clause 3.1(c) and Clauses 11.2 and 12.11; and (iii) Purchaser shall have no Claim against Vendor under this Agreement or in connection with the Assets or otherwise in connection with the Transaction or the termination of this Agreement, other than pursuant to Clauses 11.2 and 12.11, and Purchaser's sole and exclusive right and recourse against Vendor shall be limited to the refund of the Deposit and the Deposit Interest.

  • Buyer’s Conditions Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Terms & Conditions The Contractor agrees to comply with the Terms and Conditions.

  • Payment Conditions The price of the whole accommodation service booked is always payable by the Guest in advance, at the latest upon arrival in the hotel. Set-off by the Guest is excluded unless the set- off relates to an undisputed or legally confirmed claim. Valid means of payment are cash in Euros, EC card, Master Card, Visa Card, Diners Card and American Express. For payment settlement we use the 3D Secure 2.0 system for secure and additional customer authorisation. For further information on data processing for payment transactions see xxxxx://xxx.xxxxx-xxx.xxx/en/data-privacy/.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

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