Deliveries of APP Sample Clauses

Deliveries of APP. At or prior to the Effective Date, APP shall deliver to the Company the following, all of which shall be in a form reasonably satisfactory to the Company: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) Intentionally omitted; (c) a certificate of the President of APP dated the Closing Date as to the truth and correctness of the representations and warranties of APP contained herein on and as of the Effective Date; (d) a certificate of the President of APP dated the Closing Date, (i) as to the performance and compliance by APP with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required to be satisfied by APP shall have been satisfied; (e) a certificate of the Secretary of APP certifying as to the incumbency and to the signatures of the officers of APP who have executed documents delivered at the Closing on behalf of APP; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is in existence, has paid all franchise or similar taxes, if any, and otherwise is in good standing to transact business in the state of Delaware; (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which APP is qualified to do business, to the effect that APP is qualified to do business and is in good standing as a foreign corporation in such state; (h) the executed Service Agreement as revised in accordance with the changes specified in Section 12.1(j); (i) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1; (j) the Merger Consideration in accordance with Article II and Exhibit B hereof; and (k) such other instrument or instruments of transfer prepared by the Company as shall be necessary or appropriate, as the Company or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
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Deliveries of APP. 164 ARTICLE XII
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Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Consideration in accordance with Article IV hereof; (c) intentionally omitted; (d) intentionally omitted; (e) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf of; (f) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise or similar taxes, if any, and, if applicable, otherwise are in good standing to transact business in the state of Delaware and California, respectively; and (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which Buyer and APP are qualified to do business, to the effect that Buyer and APP are qualified to do business and, if applicable, are in good standing as foreign corporations in such state.
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Deliveries of APP. At or prior to the Effective Date, APP shall deliver to the Company the following, all of which shall be in a form reasonably satisfactory to the Company: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) Intentionally omitted; (c) a certificate of the President of APP dated the Closing Date as to the truth and correctness of the representations and warranties of APP contained herein on and as of the Effective Date; (d) a certificate of the President of APP dated the Closing Date, (i) as to the performance and compliance by APP with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required to be satisfied by APP shall have been satisfied;
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Deliveries of APP. 23 ARTICLE XII CERTAIN ADDITIONAL AGREEMENTS OF THE PARTIES . . . . . . 24 ARTICLE XIII POST
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Deliveries of APP. 24 ARTICLE XII Certain Additional Agreements of the Parties [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . 25
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Deliveries of APP. 37 ARTICLE XIII Post Closing Matters.............................................................. 37 Section 13.1
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Deliveries of APP. 36 iii 5
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Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Purchase Price in accordance with Article IV hereof; (c) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf of Buyer, (d) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise
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Related to Deliveries of APP

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Deliveries of Buyer Buyer shall have delivered, or be standing ready to deliver, to Seller, the documents required to be delivered by Buyer pursuant to Section 2.3.

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason, subject to Article (22) hereof. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

  • Billing for Treatment and Payment Restrictions Grantees will; a. bill for only one intensity of service and service type (either outpatient or residential) per client per day b. not bill for an intensity of service and service type if another System Agency-funded Treatment Grantee is providing and billing System Agency for another intensity of service and service type. The following are the exception to item b.: A client may receive; a. co-occurring psychiatric / substance use disorder services,

  • Items to be Delivered at Closing 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent; (j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent; (k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller; (l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (n) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a name change amendment with the appropriate state or government office and an appropriate name change notice for each state or country where the FS Tech Entity is qualified to do business; (o) Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement as the Buyer reasonably requests (including documents evidencing the release of any guarantor obligations required pursuant to Section 8.7 of this Agreement and the release of Liens required pursuant to Section 8.8 of this Agreement); and (p) Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Assets; and simultaneously with such delivery, the Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Assets.

  • Communications Regarding Demands to Repurchase Receivables The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of all demands received by a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide (x) notification to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, and (y) any other records or information reasonably requested by World Omni or the Depositor, as applicable, that is in the Indenture Trustee’s possession and reasonably accessible to it, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five (5) Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.14 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB, nor shall the Indenture Trustee have any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Indenture or the Sale and Servicing Agreement or the transactions contemplated thereby, other than any express duties or obligations as Indenture Trustee under this Indenture.

  • Combinations and Split-ups of Receipts Upon surrender of a Receipt or Receipts at the Depositary Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

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