DELIVERY OF SCHEDULES; ACCEPTANCE Sample Clauses

DELIVERY OF SCHEDULES; ACCEPTANCE. Buyer acknowledges that the preparation and delivery of the Schedules to the Agreement may not be prepared and/or final at the time of the execution and delivery of the Agreement. As such, the parties agree as follows:
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DELIVERY OF SCHEDULES; ACCEPTANCE. 35 SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER
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DELIVERY OF SCHEDULES; ACCEPTANCE. CORESTAFF acknowledges that the preparation and delivery of the Schedules to the Agreement may not be prepared and/or final at the time of the execution and delivery of the Agreement. As such, the parties agree as follows: (a) the Shareholders shall have the right to deliver the Schedules to the Agreement and/or to amend, restate and update the Schedules to the Agreement up to the date which is five (5) days prior to the Closing Date. (b) at least five (5) days prior to the Closing, the Shareholder shall deliver to CORESTAFF a complete copy of the proposed final Schedules to the Agreement noting all changes from the Schedules provided upon execution of the Agreement; and (c) CORESTAFF shall notify Shareholders at or prior to the Closing that either (i) CORESTAFF accepts such revised Schedules, in which case they shall become part of this Agreement as if in existence on the date of this Agreement and all such disclosures made in such amended Schedules shall be deemed disclosed as if they had been disclosed in the Schedules as of the date of this Agreement or (ii) that CORESTAFF in its sole discretion does not accept such Schedules and elects to terminate this Agreement. SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER ARTICLE VII
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DELIVERY OF SCHEDULES; ACCEPTANCE. To the extent that the Closing occurs after the execution and delivery of this Agreement Purchaser acknowledges that the preparation and delivery of the Schedules to the Agreement may not be prepared and/or final at the time of the execution and delivery of this Agreement. As such, the parties agree as follows: (i) The Sellers and the Partners shall have the right to deliver the Schedules to the Agreement and/or to amend, restate and update the Schedules to the Agreement on or before the Closing Date; (ii) At the Closing, the Sellers shall deliver to the Purchaser two (2) complete copies of the proposed final Schedules to the Agreement; (iii) Purchaser shall notify Sellers in writing at the Closing that either (A) Purchaser accepts such Schedules, in which case they shall become part of this Agreement as if in existence on the date of this Agreement and all such disclosures made in such amended Schedules shall be deemed disclosed as if they had been disclosed in the Schedules as of the date of this Agreement, or (B) that Purchaser in its sole reasonable discretion does not accept such Schedules and elects to terminate this Agreement pursuant to Section 8 of this Agreement without any liability to the Sellers.
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DELIVERY OF SCHEDULES; ACCEPTANCE. 35 ARTICLE VII
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DELIVERY OF SCHEDULES; ACCEPTANCE. CORESTAFF acknowledges that the preparation and delivery of the Schedules to the Agreement may not be prepared and/or final at the time of the execution and delivery of the Agreement. As such, the parties agree as follows:
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DELIVERY OF SCHEDULES; ACCEPTANCE. Buyer acknowledges that the preparation and delivery of the Schedules to the Agreement may not be prepared and/or final at the time of the execution and delivery of the Agreement. As such, the parties agree as follows: (i) The Sellers shall have the right to deliver the Schedules to the Agreement and/or to amend, restate and update the Schedules to the Agreement up to the KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -32- 38 date which is five (5) days prior to the Closing Date; provided that Sellers comply with Section 4 of this Agreement; (ii) at least five (5) days prior to the Closing Date, the Sellers shall deliver to Buyer a complete copy of the proposed final Schedules to the Agreement noting all changes from the Schedules provided upon execution of the Agreement; provided that Sellers comply with Section 4 of this Agreement; and (iii) Buyer shall notify Sellers at or prior to the Closing that either (i) Buyer accepts such revised Schedules, in which case they shall become part of this Agreement as if in existence on the date of this Agreement and all such disclosures made in such amended Schedules shall be deemed disclosed as if they had been disclosed in the Schedules as of the date of this Agreement or (ii) that Buyer in its sole discretion does not accept such Schedules and elects to terminate this Agreement subject to the terms of Section 4 above. In the event there is no material change to the Disclosure Schedule from the schedules delivered upon the signing of this Agreement, Buyer shall have no right to terminate this Agreement as a result of such changed Disclosure Schedule.
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Related to DELIVERY OF SCHEDULES; ACCEPTANCE

  • 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 Note The Lender shall have received a Note duly executed and delivered by an Authorized Officer of the Borrower.

  • DELIVERY SCHEDULES In accordance with the "Non-State Agencies Participation in Centralized Contracts” and “Extension of Use” clauses herein, this Contract is extended to local governments, political subdivisions and others authorized by law as well as State agencies. The Delivery Schedules (based on Requirement Letter RL182) are available as a guide to indicate proposed delivery points and estimated annual requirements. Delivery Schedules may be revised or clarified as necessary. Any specific questions regarding the site conditions should be directed to the end-user at the telephone number shown on the Delivery Schedule. The Delivery Schedules are available upon request. Contractors shall be obligated to deliver under the Contract to any State agency which places a purchase order under the Contract, whether or not such delivery location is identified in the Delivery Schedules. Any political subdivision or other non-State entity which has not filed a requirement with OGS as of the date of the bid opening shall be eligible to receive deliveries at Contractor's option only, upon placement of a valid purchase order to the Contractor's address as indicated in the award. Contracts created by OGS in response to receipt of Filed Requirements are considered to be binding. At Contractor's request, Contractor will be advised in writing regarding political subdivisions or other Non-State entities which have filed on a timely basis but do not appear on the Delivery Schedule. Where “Standby” is indicated in the Delivery Schedule, this reflects those facilities which normally use a fuel supply (i.e. natural gas) other than fuel oil and will only use fuel oil when alternate fuel is unavailable.

  • 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 Documents; Delivery Dates (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

  • 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 Notice A notice to a party shall be deemed to have been delivered and received upon the earliest of the following to occur: (1) the actual receipt of the written notice by a party; (2) in the case of delivery by a Delivery Service, when the written notice is delivered to an address of a party set forth herein (or subsequently provided by the party following the notice provisions herein), provided that a record of the delivery is created; (3) in the case of delivery electronically, on the date and time the written notice is electronically sent to an e-mail address or facsimile number of a party herein (or subsequently provided by the party following the notice provisions herein). Notice to a party shall not be effective unless the written notice is sent to an address, facsimile number or e-mail address of the party set forth herein (or subsequently provided by the party following the notice provisions herein).

  • Delivery of Agreements On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.

  • Delivery of Lender Addenda Each initial Lender shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

  • Project Delivery Order Procedures Status of TIPS Members as Related to This Agreement

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