Deliveries of Vision 21 Sample Clauses

Deliveries of Vision 21. At or prior to December 15, 1996, Vision 21 shall deliver to the Company and the Shareholder, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. the Note in the original principal amount set forth in this Agreement; and j. such other instrument or instruments of transfer, prepared by the Company or the Shareholder as shall be necessary or appropriate, as the Company, the Shareholder or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.
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Deliveries of Vision 21. At or prior to the Closing, Vision 21 shall deliver to the Company and the Stockholder, the following, all of which shall be in a form reasonably satisfactory to the Company and the Stockholder: (a) the portion of the Purchase Price due at Closing; (b) a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; (d) the executed License Agreement; (e) the executed Lease Assignments; (f) the executed Employment Agreements; and (g) such other instrument or instruments of transfer as shall be necessary or appropriate, as the Company, the Stockholder or their counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Sample 1
Deliveries of Vision 21. At or prior to September 30, 1997, Vision 21 shall deliver to the Company, the Practice and the Shareholder, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company, the Practice and the Shareholder and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date, and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. the executed Lease Assignments; f. the Purchase Price; and g. such other instrument or instruments of transfer, prepared by the Company, the Practice or the Shareholder as shall be necessary or appropriate, as the Company, the Practice the Shareholder or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.
Sample 1
Deliveries of Vision 21. At or prior to December ___, 1996, Vision 21 shall deliver to the Company and the Optometrist, c/o Shxxxxxx, Xxop & Kendxxxx, XXP counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Optometrist and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments;
Sample 1

Related to Deliveries of Vision 21

  • 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.

  • 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 At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").

  • 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

  • Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program.

  • Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.

  • REQUESTS FOR FLEXIBLE WORKING ARRANGEMENTS 49.1 Employee may request change in working arrangements s.65 of the Act. Note 1: Section 65 of the Act provides for certain Employees to request a change in their working arrangements because of their circumstances, as set out in s.65(1A).

  • Verizon Retail Telecommunications Service Any Telecommunications Service that Verizon provides at retail to subscribers that are not Telecommunications Carriers. The term “Verizon Retail Telecommunications Service” does not include any Exchange Access service (as defined in Section 3(16) of the Act, 47 U.S.C. § 153(16)) provided by Verizon.

  • Dark Fiber Loop 2.8.4.1 Dark Fiber Loop is an unused optical transmission facility, without attached signal regeneration, multiplexing, aggregation or other electronics, from the demarcation point at an End User’s premises to the End User’s serving wire center. Dark Fiber Loops may be strands of optical fiber existing in aerial or underground structure. BellSouth will not provide line terminating elements, regeneration or other electronics necessary for AFN to utilize Dark Fiber Loops.

  • Two-Way Interconnection Trunks 2.4.1 Where the Parties have agreed to use Two-Way Interconnection Trunks for the exchange of traffic between Verizon and PCS, PCS shall order from Verizon, and Verizon shall provide, the Two-Way Interconnection Trunks and the Entrance Facility, on which such Trunks will ride, and transport and multiplexing, in accordance with the rates, terms and conditions set forth in this Agreement and Verizon’s applicable Tariffs. 2.4.2 Prior to ordering any Two-Way Interconnection Trunks from Verizon, PCS shall meet with Verizon to conduct a joint planning meeting (“Joint Planning Meeting”). At that Joint Planning Meeting, each Party shall provide to the other Party originating Centium Call Second (Hundred Call Second) information, and the Parties shall mutually agree on the appropriate initial number of Two-Way End Office and Tandem Interconnection Trunks and the interface specifications at the Point of Interconnection (POI). Where the Parties have agreed to convert existing One-Way Interconnection Trunks to Two-Way Interconnection Trunks, at the Joint Planning Meeting, the Parties shall also mutually agree on the conversion process and project intervals for conversion of such One-Way Interconnection Trunks to Two-Way Interconnection Trunks. 2.4.3 Two-Way Interconnection Trunks shall be from a Verizon End Office or Tandem to a mutually agreed upon POI. 2.4.4 On a semi-annual basis, PCS shall submit a good faith forecast to Verizon of the number of End Office and Tandem Two-Way Interconnection Trunks that PCS anticipates Verizon will need to provide during the ensuing two (2) year period to carry traffic from PCS to Verizon and from Verizon to PCS. PCS’s trunk forecasts shall conform to the Verizon CLEC trunk forecasting guidelines as in effect at that time. 2.4.5 The Parties shall meet (telephonically or in person) from time to time, as needed, to review data on End Office and Tandem Two-Way Interconnection Trunks to determine the need for new trunk groups and to plan any necessary changes in the number of Two-Way Interconnection Trunks. 2.4.6 Two-Way Interconnection Trunks shall have SS7 Common Channel Signaling. The Parties agree to utilize B8ZS and Extended Super Frame (ESF) DS1 facilities, where available. 2.4.7 With respect to End Office Two-Way Interconnection Trunks, both Parties shall use an economic Centium Call Second (Hundred Call Second) equal to five (5). 2.4.8 Two-Way Interconnection Trunk groups that connect to a Verizon access Tandem shall be engineered using a design blocking objective of Xxxx-Xxxxxxxxx B.005 during the average time consistent busy hour. Two-Way Interconnection Trunk groups that connect to a Verizon local Tandem shall be engineered using a design blocking objective of Xxxx-Xxxxxxxxx B.01 during the average time consistent busy hour. Verizon and PCS shall engineer Two-Way Interconnection Trunks using BOC Notes on the LEC Networks SR-TSV-002275. 2.4.9 The performance standard for final Two-Way Interconnection Trunk groups shall be that no such Interconnection Trunk group will exceed its design blocking objective (B.005 or B.01, as applicable) for three

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