Delivery, Etc. (a) The Pledgor shall deliver or promptly cause to be delivered to the Bank:
(i) all certificates representing or evidencing the Pledged Stock which shall be accompanied by undated and irrevocable stock powers duly executed in blank by the Pledgor and a Regulation U purpose statement duly executed by the Pledgor relating to the initial Advance; and
(ii) all other property, instruments and papers comprising, representing or evidencing the Collateral or any part thereof accompanied by proper instruments of assignment or endorsement duly executed by the Pledgor.
(b) Notwithstanding anything to the contrary in this Agreement or any other Financing Document, the Pledgor may from time to time at the Pledgor’s option exchange the certificates or instruments representing or evidencing the Pledged Stock for certificates or instruments of smaller or larger denominations; provided, however, that any such exchange shall be for equivalent value, shall be reasonably acceptable to the Bank, and shall not result in the replacement or exchange of non-Rule 144 stock for Rule 144 stock. The Pledgee acknowledges and agrees that if the market value of the Pledged Stock at any time exceeds the Collateral Amount, the Pledgor may from time to time at the Pledgor’s option (but not more than once every calendar quarter) exchange the certificates or instruments representing or evidencing the Pledged Stock for certificates or instruments of a smaller aggregate denomination such that the Pledgee shall not hold and be in possession of Pledged Stock with a market value in excess of the Collateral Amount. The Pledgee shall have Security Interests in the Pledged Stock and no other stock of Choice Hotels or other stock, partnership interest or other ownership interest in any entity owned by the Pledgor. The Pledgee shall, from time to time, at no expense to the Pledgee, execute, deliver and acknowledge any statement, assignment, instrument, paper, agreement or other document reasonably requested by the Pledgor to acknowledge or evidence any of the foregoing in this Section 2.3(b).
Delivery, Etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.
Delivery, Etc. OF CHATTEL PAPER. The Borrowers will promptly ------------------------------- upon request by the Secured Party, deliver, assign and endorse to the Secured Party all chattel paper and all other documents held by the Borrowers in connection therewith.
Delivery, Etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”), given pursuant to this Assignment and delivered using Electronic Means (as defined below); provided, however, that the Company and/or a System Operating Company, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and such System Operating Company, as applicable, to reflect any additions or deletions from the listing, and if so amended, shall be delivered to the Trustee at the time, or prior to the delivery of the Instructions pursuant to this Agreement. If the Company or a System Operating Company, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and the System Operating Companies understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and the System Operating Companies shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and the System Operating Companies are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and or the System Operating Companies, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly...
Delivery, Etc. On completion of the delivery of the Goods, the Provider is responsible for leaving any of the Council's premises it has used for or delivered the Goods at in a clean, safe and tidy condition and making good any damage that it has caused to the Council's premises or property, other than fair wear and tear. The Provider must ensure all Goods, and anything used to deliver the Goods, are of good quality and free from defects. The Council is entitled to withhold payment for partially delivered or undelivered Goods, but doing so does not stop it from using its other rights under the Contract. All Goods delivered must be new (or as new if recycled) unused and of recent origin. All manufacturer warranties covering the Goods must be assignable to the Council on request and at no cost to the Council. The Provider warrants that it has full and unrestricted ownership of the Goods at the time of transfer of ownership. The Provider must deliver the Goods on the date and to the specified location during the Council's working hours. The Provider must provide sufficient packaging for the Goods to reach the point of delivery safely and undamaged. All deliveries must have a delivery note attached that specifies the order number, type and quantity of Goods. The Provider must provide all tools, information and instructions the Council needs to make use of the Goods. The Council will not be liable for any actions, claims, costs and expenses incurred by the Provider or any third party during delivery of the Goods unless and to the extent that it is caused by negligence or other wrongful act of the Council or its servant or agent. If the Council suffers or incurs any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation then the Provider shall indemnify from any losses, charges costs or expenses which arise as a result of or in connection with such damage or injury where it is attributable to any act or omission of the Provider or any of its sub-contractors.
Delivery, Etc. The Pledgor shall deliver or promptly cause to be delivered to Xxxxxxx (a) all certificates representing or evidencing the Pledged Stock, which certificates shall be accompanied by undated and irrevocable stock powers duly executed in blank by the Pledgor, and (b) all other property, instruments and papers comprising, representing or evidencing the Collateral or any part thereof, accompanied by proper instruments of assignment or endorsement duly executed by the Pledgor.
Delivery, Etc. On the date hereof the Pledgor shall deliver to Pledgee (a) all certificates representing or evidencing the Pledged Stock, which certificates shall be accompanied by undated and irrevocable stock powers duly executed in blank by the Pledgor, and (b) all other property, instruments and papers comprising, representing or evidencing the Collateral or any part thereof, accompanied by proper instruments of assignment or endorsement duly executed by the Pledgor.
Delivery, Etc. The Borrower shall deliver or promptly cause to be delivered to the Bank (a) the VIC which shall be accompanied by an acknowledgment duly executed and delivered by FUNBNC and in form and content satisfactory to the Bank under which, among other things, FUNBC will accept and confirm notice of the Bank's Security Interest in the Collateral free and clear of any other Liens and agree not to permit any withdrawals from, liens against, or releases or further transfers, pledges or assignments of, the Collateral without the prior written consent of the Bank, and (b) all other instruments, agreements and papers comprising, representing, evidencing or in connection with the Collateral or any part thereof accompanied by proper instruments of transfer, assignment or endorsement duly executed by the Borrower.
Delivery, Etc. 2.1 Unless otherwise stated in writing in NMC's confirmation, the article shall be regarded as having been delivered when it is ready for dispatch at NMC's factory or warehouse. Delivery terms are Ex-Works NMC's factory or warehouse (Incoterms 2010). The risk in respect of the article transfers to the Customer when the loading of the article onto transport vehicles at NMC's factory or warehouse begins. In the event that the Customer's transport is delayed, the risk in respect of the article transfers when the article is regarded as having been delivered in accordance with the above.
2.2 Unless otherwise directed, NMC will use its own judgement in choosing choose the packaging and transport method. If the Customer requests are specific packaging method, packaging will be charged for separately.
2.3 If the Customer provides his own material, this shall be delivered at the Customer's own expense and risk.
2.4 Deliveries may deviate from the order confirmation by a maximum of ten
Delivery, Etc. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Indenture, the Collateral Agent shall, subject to the terms of the Intercreditor Agreement, upon the request and at the sole cost and expense of the Pledgors and within 10 days after the Collateral Agent’s receipt of such request, (i) assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets except in accordance with the Security Documents, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, the Indenture, or any other Security Document, and (ii) deliver proper documents and instruments (including UCC 3 termination financing statements or releases) acknowledging the release of such Pledged Collateral.
