Common use of Deliveries of APP Clause in Contracts

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.

Deliveries of APP. At or prior to the Effective Date, APP shall deliver to the each Company the following, all of which shall be in a form reasonably satisfactory to the each 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 omitteda copy of resolutions of the Board of Directors of APP Sub authorizing the execution, delivery and performance of this Agreement, the Service Agreement and the Security Agreement, each certified by the Secretary of APP Sub as being true correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the President of APP and APP Sub dated the Closing Date as to the truth and correctness of the representations and warranties of APP and APP Sub contained herein on and as of the Effective Date; (d) a certificate of the President of APP and APP Sub dated the Closing Date, (i) as to the performance and compliance by APP or APP Sub 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 and APP Sub shall have been satisfied; (e) a certificate of the Secretary of APP and APP Sub certifying as to the incumbency and to the signatures of the officers of APP or APP Sub who have executed documents delivered at the Closing on behalf of APPAPP or APP Sub; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is and APP Sub are, respectively, in existence, has have paid all franchise or similar taxes, if any, and otherwise is are 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 either APP and APP Sub is qualified to do business, to the effect that APP and APP Sub 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.

Deliveries of APP. At or prior to the Effective Closing Date, APP shall deliver to the Company each Seller and South Texas the following, all of which shall be in a form reasonably satisfactory to the CompanySeller and South Texas: (a) the Exchange Consideration; (b) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, 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 Closing 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 Closing 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 Closing Date, of the secretary Secretary of state State of incorporation Delaware 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 Closing Date, of the Secretaries of State of the states in which either 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 Seller or South Texas as shall be necessary or appropriate, as the Company Seller or South Texas or his/her/its respective counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.

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 omitteda copy of resolutions of the Board of Directors of APP Sub authorizing the execution, delivery and performance of this Agreement, the Service Agreement and the Security Agreement, each certified by the Secretary of APP Sub as being true correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the President of APP and APP Sub dated the Closing Date as to the truth and correctness of the representations and warranties of APP and APP Sub contained herein on and as of the Effective Date; (d) a certificate of the President of APP and APP Sub dated the Closing Date, (i) as to the performance and compliance by APP or APP Sub 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 and APP Sub shall have been satisfied; (e) a certificate of the Secretary of APP and APP Sub certifying as to the incumbency and to the signatures of the officers of APP or APP Sub who have executed documents delivered at the Closing on behalf of APPAPP or APP Sub; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is and APP Sub are, respectively, in existence, has have paid all franchise or similar taxes, if any, and otherwise is are in good standing to transact business in the state of DelawareDelaware and California; (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 either APP and APP Sub is qualified to do business, to the effect that APP and APP Sub 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); 37 43 (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.

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; ; 44 (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 DelawareDelaware and New York; (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.

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 omitteda copy of resolutions of the Board of Directors of APP Sub authorizing the execution, delivery and performance of this Agreement, the Service Agreement and the Security Agreement, each certified by the Secretary of APP Sub as being true correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the President of APP and APP Sub dated the Closing Date as to the truth and correctness of the representations and warranties of APP and APP Sub contained herein on and as of the Effective Date; (d) a certificate of the President of APP and APP Sub dated the Closing Date, (i) as to the performance and compliance by APP or APP Sub 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 and APP Sub shall have been satisfied; (e) a certificate of the Secretary of APP and APP Sub certifying as to the incumbency and to the signatures of the officers of APP or APP Sub who have executed documents delivered at the Closing on behalf of APPAPP or APP Sub; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is and APP Sub are, respectively, in existence, has have paid all franchise or similar taxes, if any, and otherwise is are in good standing to transact business in the state of DelawareDelaware and California; (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 either APP and APP Sub is qualified to 35 41 do business, to the effect that APP and APP Sub 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)intentionally omitted; (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.

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 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 DelawareDelaware and the State of Texas; (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.

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 omitteda copy of resolutions of the Board of Directors of APP Sub authorizing the execution, delivery and performance of this Agreement, the Service Agreement and the Security Agreement, each certified by the Secretary of APP Sub as being true correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the President of APP and APP Sub dated the Closing Date as to the truth and correctness of the representations and warranties of APP and APP Sub contained herein on and as of the Effective Date; (d) a certificate of the President of APP and APP Sub dated the Closing Date, (i) as to the performance and compliance by APP or APP Sub 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 and APP Sub shall have been satisfied; (e) a certificate of the Secretary of APP and APP Sub certifying as to the incumbency and to the signatures of the officers of APP or APP Sub who have executed documents delivered at the Closing on behalf of APPAPP or APP Sub; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is and APP Sub are, respectively, in existence, has have paid all franchise or similar taxes, if any, and otherwise is are in good standing to transact business in the state states of DelawareDelaware and California; (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 either APP and APP Sub is qualified to do business, to the effect that APP and APP Sub 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.

Deliveries of APP. At or prior to the Effective Closing 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 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 have paid all franchise or similar taxes, if any, and otherwise is are 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;; 36 42 (j) the Merger Consideration in accordance with Article II and Exhibit B hereof; (k) a certificate of APP in the form attached hereto as Exhibit 12.2(k); and (kl) 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.

Deliveries of APP. At or prior to the Effective Closing Date, APP shall deliver to the Company each Seller and Lexington the following, all of which shall be in a form reasonably satisfactory to the CompanySeller and Lexington: (a) the Exchange Consideration; (b) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, 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 Closing 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 Closing 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 Closing Date, of the secretary Secretary of state State of incorporation Delaware 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 Closing Date, of the Secretaries of State of the states in which either 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 Seller or Lexington as shall be necessary or appropriate, as the Company Seller or Lexington or his/her/its respective counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of APP. At or prior to the Effective Closing Date, APP shall deliver to the Company each Seller and San Antonio the following, all of which shall be in a form reasonably satisfactory to the CompanySeller and San Antonio: (a) the Exchange Consideration; (b) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, 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 Closing 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 Closing 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 Closing Date, of the secretary Secretary of state State of incorporation Texas establishing that APP is in existence, has paid all franchise or similar taxes, if any, and otherwise is in good standing to transact business existence in the state of DelawareTexas; (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 stateintentionally omitted; (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 Seller or San Antonio as shall be necessary or appropriate, as the Company Seller or San Antonio or his/her/its respective counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of APP. At or prior to the Effective Closing Date, APP shall deliver to the Company each Seller and Madison the following, all of which shall be in a form reasonably satisfactory to the CompanySeller and Madison: (a) the Exchange Consideration; (b) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, 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 Closing 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 Closing 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 Closing Date, of the secretary Secretary of state State of incorporation Delaware 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 Closing Date, of the Secretaries of State of the states in which either 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 Seller or Madison as shall be necessary or appropriate, as the Company Seller or Madison or his/her/its respective counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.