Delivery of Equipment (a) We will try to deliver Equipment to you on the delivery date (Delivery Date) and at the address (Site) indicated on your Application during normal business hours in that area.
(b) Variations at your request to Delivery Date or Site:
(i) are at our discretion; and
(ii) may be subject to conditions, including extra Charges.
Delivery of Premises If the Landlord shall be unable to give possession of the Premises, exclusively the Suite 200 Premises and the Suite 246 Premises, on the Fourth Expansion Premises Commencement Date by reason of (i) the Landlord work is not substantially complete, (ii) the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the Base Rent to be paid herein shall not commence until the Premises (exclusively the Suite 200 Premises and the Suite 246 Premises) are made available to Tenant by Landlord, and no such failure to give possession on the Fourth Expansion Premises Commencement Date shall affect the validity of this Sixth Amendment to Office Building Lease or the obligations of the Tenant hereunder. The Base Rents due hereunder will be adjusted at the time that any or all of the Fourth Expansion Premises are delivered to Tenant substantially complete to reflect the same underlying effective rent of the rent structure specific to each suite with the lease expiration dates to remain unchanged. Notwithstanding the foregoing, if the Fourth Expansion Premises Commencement Date for the Suite 200 Premises together with the Suite 246 Premises has not occurred within ninety (90) days after the Fourth Expansion Premises Commencement Date, the Tenant, by written notice to the Landlord given within ten (10) days after the expiration of such ninety (90) day period, may terminate the Sixth Amendment to Office Building Lease without any liability to the Landlord. Separately, if the Fourth Expansion Premises Commencement Date-Suite 240 Premises has not occurred within ninety (90) days after the Fourth Expansion Premises Commencement Date-Suite 240 Premises, the Tenant, by written notice to the Landlord given within ten (10) days after the expiration of such ninety (90) day period, may terminate the terms of lease for the Suite 240 Premises in the Sixth Amendment to Office Building Lease for the Suite 240 Premises not delivered in said time frame without any liability to the Landlord. If Landlord’s failure to complete Tenant’s improvements within ninety (90) days after the Fourth Expansion Premises Commencement Date and/or Fourth Expansion Premises Commencement Date-Suite 240 Premises is result of Tenant Delay, Tenant shall not have the option to terminate the Sixth Amendment to Office Building Lease or the terms of lease for the Suite 240 Premises in the Sixth Amendment to Office Building Lease.
Delivery of the Goods 19.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2000.
19.2 Delivery of the Goods will be made during Supplier’s usual business hours.
19.3 Supplier will use reasonable endeavours to deliver and perform each of Buyer’s orders for the Goods within the time agreed when Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery on the specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any Liability to Buyer for any delay or failure in delivery except as set out in this condition. Any delay in delivery will not entitle Buyer to cancel the Contract unless and until Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery to be made and Supplier has not fulfilled the delivery within that period. If Buyer cancels the Contract in accordance with this clause then:
19.3.1 Supplier will refund to Buyer any sums which Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and
19.3.2 Buyer will be under no liability to make any further payments under clause 4.1 in respect of that Contract or part of the Contract which has been cancelled.
19.4 Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods.
19.5 If Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of Supplier’s default), the Goods will be deemed to have been delivered on the due date and (without prejudice to its other rights) Supplier may:
19.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with this clause and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
19.5.2 following written notice to Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the price under the Contract or account to Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
19.6 Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfil its obligations under the Contract. This assistance shall include (but not be limited to) the timely provision of and access to information, data, accommodation, computing resources, appropriate Buyer employees and a safe working environment.
Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for any assets until actual receipt.
DELIVERY OUT The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
Delivery of Services Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.
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 the Premises When Landlord’s Work is Substantially Complete, subject to the remaining terms and provisions of this Section 3(e), Tenant shall accept the Premises. Tenant’s taking possession and acceptance of the Premises shall not constitute a waiver of: (i) any warranty with respect to workmanship (including installation of equipment) or material (exclusive of equipment provided directly by manufacturers), (ii) any non-compliance of Landlord’s Work with applicable Legal Requirements, or (iii) any claim that Landlord’s Work was not completed substantially in accordance with the TI Construction Drawings (subject to Minor Variations and such other changes as are permitted hereunder) (collectively, a “Construction Defect”). Tenant shall have one year after Substantial Completion within which to notify Landlord of any such Construction Defect discovered by Tenant, and Landlord shall use reasonable efforts to remedy or cause the responsible contractor to remedy any such Construction Defect within 30 days thereafter. Notwithstanding the foregoing, Landlord shall not be in default under the Lease if the applicable contractor, despite Landlord’s reasonable efforts, fails to remedy such Construction Defect within such 30-day period, in which case Landlord shall have no further obligation with respect to such Construction Defect other than to cooperate, at no cost to Landlord, with Tenant should Tenant elect to pursue a claim against such contractor. Tenant shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely out of the TI Fund. Landlord shall promptly undertake and complete, or cause to be completed, all punch list items.
Delivery of Goods 2.1 All Goods are supplied Ex Works (Incoterms 2020) Supplier’s premises unless specifically agreed to the contrary in any Order. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence.
2.2 If Goods are ready for delivery and Purchaser fails to take delivery on the date required by the Contract, or after seven (7) days’ written notice from Supplier where no such date is specified, Supplier shall be entitled to: (a) issue an invoice for such Goods; and (b) charge Purchaser for all additional costs and expenses (including, without limitation, warehousing and insurance) until delivery takes place.
2.3 If Purchaser fails to take delivery within thirty (30) days of the date of invoice it shall be deemed to have waived its rights under the Contract, and without prejudice to any other right that Supplier may have against Purchaser, including the right to recover the purchase price in full, Supplier shall be entitled to resell the Goods.
2.4 Any right of Purchaser to reject the Goods and/or terminate the Contract for late delivery of the Goods shall not be exercisable unless Purchaser has first served written notice on Supplier requiring Supplier to complete delivery of the Goods within not less than thirty (30) days of service of that notice on Supplier in accordance with Section 14. Supplier shall not be liable for any delay in delivery of the Goods caused by Purchaser's action or inaction including, without limitation, failure to provide Supplier with adequate delivery instructions or any other information, applicable to the supply of the Goods. If Supplier fails to deliver, or is late in delivering the Goods, Supplier’s liability shall be limited to the price of the Goods.
2.5 Purchaser shall promptly inspect all delivered Goods and shall notify Supplier in writing of any issues regarding the Goods delivered, including, without limitation, as to quantity, type and quality, within ten
Delivery of Letter of Credit Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an unconditional, clean, irrevocable letter of credit (the “L-C”) in the amount set forth in Section 21.3 below (the “L-C Amount”), which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a California office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Xxxxx’x Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in substantially the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and absolute discretion, and the attorney’s fees incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.
