Delivery of replacements Subject to receipt of sufficient Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons, Global Note Certificates and Individual Note Certificates in accordance with Clause 3.9 (Duties of Principal Paying Agent, Registrar and Replacement Agent), the Replacement Agent shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity satisfactory to the Replacement Agent) of the Relevant Issuer but not otherwise, authenticate (if necessary) and deliver a Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Note Certificate or Individual Note Certificate as the case may be, as a replacement for any of the same which has been mutilated or defaced or which has or has been alleged to have been destroyed, stolen or lost provided, however, that: 5.1.1 Surrender or destruction: no Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Note Certificate or Individual Note Certificate as the case may be, shall be delivered as a replacement for any of the same which has been mutilated or defaced otherwise than against surrender of the same or, in the case of an NGN Temporary Global Note or an NGN Permanent Global Note or a Global Note Certificate to be held under the NSS, appropriate confirmation of destruction from the Common Safekeeper; and
Delivery of Agreements On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
Delivery of Funds No later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to the following account designated by the Company and the Placement Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of the date hereof, by and among the Company, the Placement Agent and JPMorgan Chase Bank, N.A. (the “Escrow Agent”): JPMorgan Chase Bank, N.A. ABA # 000000000 Account Name: QuickLogic Corporation Account Number: 806033411, Quick Logic Escrow Account Attention: Xxxxxx Xxxxx Tel: (000) 000-0000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company agrees to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally, judicially determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Delivery of Software 1. SAP will deliver the Software as described in the Documentation and the Price List and will also provide the appropriate license key for the relevant End User. With regard to the features, quality and functionality of the Software the product description in the Documentation and the Price List is solely decisive. SAP does not own any additional features, quality or functionality. Distributor can, in particular, not assert any additional feature, quality or functionality from any public statements, publications or advertisements by SAP except to the extend SAP has expressly confirmed such additional feature, quality or functionality in writing. Any representation, warranty, undertaking or guarantee regarding additional features, quality or functionality is effective only if expressly confirmed by SAP’s management in writing. 2. After acceptance of an order, SAP will deliver to Distributor one copy of the relevant Software: a) on discs or other data media (“Physical Shipment”); or b) by making it available for downloading through the internet (usually on the SAP ServiceMarket Place (xxxx://xxxxxxx.xxx.xxx/swdc)) (“Electronic Delivery”). 3. The relevant Software and Documentation will be deemed delivered (including but not limited for the purpose of fixed delivery dates or timely delivery) and the risk passes to Distributor: a) in case of Physical Shipment, when the relevant disc or other data media thereof is handed over to the freight carrier (FCA - Free Carrier (named place of delivery), Incoterms 2010); or b) in case of Electronic Delivery, when SAP has made an electronic copy thereof available for downloading and has informed Distributor accordingly, (“Delivery”). 4. Upon Distributor’s request or if stipulate in the order, SAP may agree to provide Software and/or the appropriate license key directly to the relevant Open Ecosystem Partner instead (“Open Ecosystem Partner Delivery”). In case of Open Ecosystem Partner Delivery, the provisions set out in this Article 5 (Delivery of Software) will apply analogously; delivery to Distributor will be deemed to occur upon Delivery to the Open Ecosystem Partner. 5. Upon Distributor’s request or if stipulate in the order, SAP may agree to provide Software and/or the appropriate license key directly to the relevant End User instead (“End User Delivery”). In case of End User Delivery, the provisions set out in this Article 5 (Delivery of Software) will apply analogously; delivery to Distributor will be deemed to occur upon Delivery to the End User. 6. SAP might be entitled to suspend the delivery of the Software, Maintenance Services, applicable license key or both to Distributor, Open Ecosystem Partner or End User or both as further set out in this Sell On Premise Distribution Model as well as the Distribution GTCS. 7. If Distributor receives a new copy of the Software, Documentation and/or other SAP Materials that replaces previously provided Software, Documentation and/or other SAP Materials, Distributor must distribute that newest copy provided and either destroy or upon SAP’s request return previous copies. 8. Distributor must not make the Software, Documentation and/or other SAP Materials available to the Open Ecosystem Partner or End User by any means other than by delivering the Software, Documentation and/or other SAP Materials as originally provided by SAP. Distributor’s right to pass on the Software, Documentation and/or other SAP Materials is subject to the provisions of this Agreement.
Delivery of Agreement The Agency covenants to use reasonable efforts to deliver to each Taxing Entity a copy of this Agreement within fifteen (15) days after its execution.
Delivery of Items The Borrower will (a) promptly (but in no event later than one Business Day) after its receipt thereof, deliver to the Lender any documents or certificates of title issued with respect to any property included in the Collateral, and any promissory notes, letters of credit or instruments related to or otherwise in connection with any property included in the Collateral, which in any such case come into the possession of the Borrower, or shall cause the issuer thereof to deliver any of the same directly to the Lender, in each case with any necessary endorsements in favor of the Lender and (b) deliver to the Lender as soon as available copies of any and all press releases and other similar communications issued by the Borrower.
Delivery of Work If the Director terminates the Master Agreement and/or any Approved Service Order(s) – whether for convenience or for cause – the Director has the option of requiring the Consultant to provide to the City any finished or unfinished Work Product prepared by the Consultant up to the date of Consultant’s receipt of the written notice of termination.
Delivery of Products 4.1 The Supplier shall ensure that: (a) Products are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) each delivery of Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered in instalments, the outstanding balance of Products remaining to be delivered; and (c) it states clearly on the delivery note any requirement for Ornua to return any packaging material for the Products to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier. 4.2 The Supplier shall deliver the Products: (a) to the location set out in the Order or such other location as the parties may agree which may include delivery to a carrier (Delivery Location); and (b) on the date specified in the Order or, if no such date is specified, on a date agreed with Ornua in advance (Delivery Date). Delivery shall be on a Business Day during normal business hours, unless agreed otherwise with Ornua or otherwise instructed by Ornua. 4.3 Delivery of Products shall be completed when the Supplier unloads and stacks the Products at the Delivery Location, unless different delivery terms (or Incoterms®) are specified in the Order. 4.4 Ornua operates a “Just-in-Time” delivery system. Time shall be of the essence in relation to the Delivery Date and any agreed delivery time. If the Products are not delivered on time by the Supplier, clause 6.1 shall apply. 4.5 If the Supplier delivers more that the quantity of Products ordered, Ornua shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense. 4.6 The Supplier shall not deliver Products in instalments without Ornua's prior written consent. Where it is agreed that Products are to be delivered in instalments, they may be invoiced and paid for separately. Failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Ornua to the remedies set out in clause 6.1. 4.7 Title and risk in the Products shall pass to Ornua on completion of delivery.
Delivery of Notes The Administrative Agent shall have received, for the account of each Lender that has requested a Note, such Lender’s Notes duly executed and delivered by an Authorized Officer of the Borrower.
Delivery of Materials In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JBE with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JBE-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JBE shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JBE’s termination is not for cause, the JBE shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JBE’s termination Notice.
