Deliveries of SXCP Sample Clauses

Deliveries of SXCP. At or prior to the Closing, in addition to the deliveries required to be made by SXCP at or prior to the Closing pursuant to Article 7 hereof, SXCP shall deliver to Raven Holdings each of the following: (i) The Pre-Adjusted Consideration delivered as described below: (A) SXCP shall pay and deliver the Cash Portion of the Consideration (other than the Holdback Amount) by wire transfer to an account specified in writing to SXCP at least two (2) business days prior to the Closing Date by Raven Holdings; (B) SXCP shall pay the deliver the Holdback Amount by wire transfer to an account of the Operating Company; and (C) SXCP shall issue the Common Unit Portion to Raven Holdings and shall deliver, at the option of Raven Holdings (which such option is exercisable by notice to SXCP at least five (5) days prior to the Closing Date), evidence of issuance of certificates evidencing the Common Unit Portion or the Common Unit Portion credited to book-entry accounts maintained by SXCP’s transfer agent; (ii) The Assignment Agreement, Pledge Agreement and Registration Rights Agreement, each executed by SXCP; (iii) a certificate, dated as of the Closing Date, of the secretary (or other appropriate and authorized officer) of SXCP certifying (i) that attached or appended to such certificate is a true and correct copy of the resolutions of the appropriate authorizing body of SXCP authorizing the execution, delivery and performance of the Agreement and each related transaction document to be executed, delivered and performed by SXCP; (ii) the names and signatures of the duly elected or appointed officer(s) of SXCP who are authorized to execute and deliver the Agreement and each related transaction document to which SXCP is a party; (iii) true and complete copies of the Organizational Documents of SXCP; and (iv) a certificate of the relevant Governmental Authority of SXCP’s jurisdiction of formation as to the good standing of SXCP dated as of a date as close to the Closing Date as reasonably practicable; and (iv) a certificate, dated as of the Closing Date, of an appropriate and authorized officer of SXCP certifying that the conditions set forth in Section 7.3(a) and 7.3(b) of this Agreement and true and correct as of the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Deliveries of SXCP

  • 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 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

  • 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.

  • Closing Deliveries of Buyer At the Closing, Buyer shall deliver to Seller: --------------------------- (a) A certificate of Buyer, dated as of the Closing Date, to the effect that the representations and warranties of Buyer contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects and that Buyer has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Buyer on or prior to the Closing Date; (b) A certificate, dated as of the Closing Date, executed by the Secretary of Buyer, certifying the Articles of Incorporation, Bylaws, incumbency and signatures of officers of Buyer and copies of Buyer's directors' and shareholders' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (c) A certificate, dated as of the Closing Date, executed by the Secretary of Sub, certifying the Articles of Incorporation and articles of amendment, bylaws, incumbency and signatures of officers of Sub and copies of Sub's directors' and shareholders' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (d) Books and records of Buyer and Sub; (e) Documentation satisfactory to Seller evidencing the fact that the signatories on all relevant bank accounts of Buyer have been changed to signatories designated by Seller. (f) A corporate resolution that will irrevocably instruct Pacific Stock Transfer about the exchange ratio representing the Preferred Shares issued as partial consideration hereunder and instructions to issue share certificates to the Shareholders in the appropriate amounts, including evidence of the share conditions attributable to the Preferred Shares. No Preferred Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (g) Share certificates in the appropriate amount of Exchangeable Shares issued to the Shareholders. No Exchangeable Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (h) Support Agreement, duly executed by the parties thereto; (i) Exchange Trust Agreement, duly executed by the parties thereto; (j) The documentation required for the Amalgamation of Seller and Sub; (k) Resignations of any directors and officers of Seller and Sub, except Xxxx Xxxxxxx, in favour of nominees of the Buyer effective as of the Closing, as well as evidence of compliance with any regulatory requirements; (l) Resolution of the shareholders approving the name change; (m) Employment agreement with each of Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx, and evidence of regulatory compliance with the S-8 registration as set forth in Section 2.5 of this this Agreement; (n) Legal opinion of Buyer's counsel opining as to due execution, corporate authority, current shareholdings, proper share issuances and regulatory matters; and (o) Such other documents, at the Closing or subsequently, as may be reasonably requested by Seller as necessary for the implementation and consummation of this Agreement and the transactions contemplated hereby.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • 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.

  • Billing and Payment Terms 3.1 You acknowledge and agree that NCR Voyix will charge all applicable fees and charges due to the payment card or other form of non-invoice payment method that you provided to NCR Voyix: (a) at the beginning of each billing cycle for all recurring fees for the Service; (b) at the end of the billing cycle for all transaction fees incurred during the billing cycle; (c) upon Order placement and prior to shipment of any Hardware purchased outright or subject to the terms of an Extended Payment Program (as defined below) when applicable; and (d) upon Order placement for any additional services that are not included as part of the recurring fees for the Service. NCR Voyix or its vendor may charge an additional fee for payments processed by credit card. 3.2 You agree to maintain current, valid payment and contact information (including telephone number and email address) on file. You certify to NCR Voyix that you are authorized to provide the payment card or other form of non-invoice payment method to NCR Voyix and that you will not dispute the payment with your credit card company or your financial services provider as long as the transaction corresponds to these terms. You acknowledge that your payment authorization will remain in effect until it is canceled by you in writing. 3.3 NCR Voyix may charge late fees on unpaid, undisputed amounts. Late fees will be the lesser of 1.5% per month of the unpaid amount, or any applicable limit imposed by law. In the event that your account becomes delinquent, you agree to pay all collection costs incurred by NCR Voyix, including reasonable attorney’s fees and expenses.

  • Deliveries at Closing (a) At or prior to the Closing, the Company, TopCo, or the Members’ Representative shall deliver, or cause to be delivered, to Buyer: (i) evidence of the issuance of the Purchased Units in a form reasonably acceptable to Buyer, vesting all right, title and interest in such Purchased Units in Buyer; (ii) the Transaction Documents executed by the Company, TopCo, and the Members, as applicable, and all other agreements, documents, instruments or certificates required to be delivered by the Company, TopCo, and the Members at or prior to the Closing pursuant to Article VII; (iii) the Escrow Agreement, duly executed by the Members’ Representative and TopCo; (iv) the Payment Agent Agreement, duly executed by the Members’ Representative, TopCo, and the Payment Agent; (v) the Company Closing Certificate; (vi) written certification by the Chief Executive Officer of each of the Company and Pearl of the closing of the acquisition of the assets of Pearl in accordance with the Pearl Acquisition Agreement on the Closing Date (such acquisition, the “Pearl Acquisition”), including, without limitation, the execution and delivery of all documents required for closing and the satisfaction of all other conditions to closing subject only to funding of the Pearl Purchase Price on the Closing Date pursuant to this Agreement; (vii) the Payoff Letters and evidence in form satisfactory to Buyer that all Liens relating to the Company and Company Assets shall have been released in full, other than Permitted Liens; (viii) a written acknowledgement by TopCo in form satisfactory to Buyer that the Company Note is to be satisfied in full upon the payment of the Purchase Price; (ix) an IRS Form W-9 (or other proof of exemption from withholding under Section 1445 and 1446(f) of the Code in connection with the Transactions reasonably satisfactory to Buyer) validly executed by each Member and TopCo; (x) evidence reasonably satisfactory to Buyer that all security interests and other Liens, other than Permitted Liens, in any assets of the Company have been released prior to or shall be released simultaneously with the Closing; (xi) evidence of termination of the agreements listed on Schedule 7.9; (xii) the deliverables of the Company and Members set forth in Article VII; (xiii) completion of the RSM Xxxxxxxx-Xxxxx audit and delivery of the RSM report; (xiv) a finalized forgiveness application in the form prescribed by the PPP Lender (the “PPP Forgiveness Application”) with all supporting documentation including, but not limited to, evidence of each of the amounts used in the forgiveness amount calculation therein, together with a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to Purchaser, certifying that the PPP Loan Forgiveness Application was submitted to the PPP Lender and attaching a copy of each of the PPP Forgiveness Application and the resolutions of the Managers of the Company approving the PPP Forgiveness Application (such resolutions the “PPP Forgiveness Board Authorization”). (b) At or prior to the Closing, Buyer shall deliver or cause to be delivered the following: (i) by wire transfer of immediately available funds to the account of the Payment Agent on behalf of the Company for further payment to the Members on behalf of TopCo pursuant to the Redemption, cash in an amount equal to the Estimated Cash Consideration, less the sum of (y) the Escrow Funds, plus (z) the Representative Expense Fund (the “Closing Cash Consideration”), and less the Pearl Purchase Price; (ii) to the Exchange Agent the Buyer Shares for the account of the Company for immediate distribution to TopCo in connection with the Company Note Repayment, and then to the Members pursuant to the Redemptions (the “Closing Buyer Shares Consideration” and, together with the Closing Cash Consideration, the “Closing Payment”), which Buyer Shares will be delivered in book entry (electronic form); (iii) cash in an amount equal to the Pearl Purchase Price to Pearl on behalf of the Company, by wire transfer of immediately available funds as set forth in the Initial Consideration Spreadsheet; (iv) cash in an amount equal to the Representative Expense Fund to the Members’ Representative, by wire transfer of immediately available funds as set forth in the Initial Consideration Spreadsheet; (v) cash in an amount equal to the Company Transaction Expenses set forth in the Initial Consideration Spreadsheet, by wire transfer of immediately available funds, to each of the payees set forth in such Initial Consideration Spreadsheet; (vi) cash in an amount equal to the Closing Indebtedness Amount set forth in the Initial Consideration Spreadsheet each of the payees set forth in such Initial Consideration Spreadsheet, to the extent applicable; (vii) cash in an amount equal to the PPP Loan Escrow Amount, by wire transfer of immediately available funds, to the PPP Lender as set forth in the Initial Consideration Spreadsheet; (viii) the Buyer Closing Certificate to the Members’ Representative; (ix) the Escrow Agreement, duly executed by Buyer and the Escrow Agent, to the Members’ Representative and TopCo; (x) the Payment Agent Agreement, duly executed by Buyer, to the Members’ Representative; and (xi) to the Members’ Representative and TopCo, the Transaction Documents executed by Buyer, as applicable, including all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Article VIII.

  • Invoices and Payments 5.5.1 The Contractor shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in this Contract and in Exhibit A - Statement of Work. The Contractor shall prepare invoices which shall include the charges owed to the Contractor by the County under the terms of this Contract. The Contractor’s payments shall be as provided in Exhibit B (Payment Schedule) and the Contractor shall be paid only for the tasks, deliverables, goods, services, and other work approved in writing by the County. If the County does not approve work in writing no payment shall be due to the Contractor for that work. 5.5.2 The Contractor’s invoices shall be priced in accordance with Exhibit B (Payment Schedule). 5.5.3 The Contractor’s invoices shall contain the information set forth in Exhibit A (Statement of Work) describing the tasks, deliverables, goods, services, work hours, and facility and/or other work for which payment is claimed. 5.5.4 The Contractor shall submit the monthly invoices to the County by the 15th calendar day of the month following the month of service. 5.5.5 All invoices under this Contract shall be submitted in two copies to the following address: 5.5.6 County Approval of Invoices

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!