Performance; Deliveries Sample Clauses
The 'Performance; Deliveries' clause defines the obligations of the parties regarding the timely and proper fulfillment of contractual duties, particularly focusing on the delivery of goods or services. It typically outlines the standards for performance, delivery schedules, and the procedures for handling delays or non-conformance, such as requiring advance notice if a delivery cannot be made on time. This clause ensures that both parties have clear expectations about when and how deliveries will occur, thereby minimizing disputes and promoting smooth contract execution.
Performance; Deliveries. BLA has duly performed and complied in all material respects with its obligations and conditions that it must comply with under this Agreement by or before Closing. WT shall have executed and delivered to Seller and BLA:
(a) Certified copies of resolutions of WT’s and WTC’s board of directors authorizing the execution of this Agreement and each other Transaction Document to which WT or WTC is a party;
(b) A copy of the charter and current bylaws of WT and WTC;
(c) A certificate of the Secretary of WT and WTC certifying that the resolutions, charters, and bylaws in Sections 11.4(a) and 11.4(b) above are in full force and effect and have not been amended or modified, and that the officers of WT and WTC are those persons named in the certificate;
(d) The certificates contemplated by Sections 11.1, 11.2, and 11.5;
(e) A certificate issued by the Office of Thrift Supervision certifying that WT is validly existing as of the most recent practicable date; and
(f) True and correct copies of each other Transaction Document to which WT or WTC is a party. In addition, at Closing, WT shall have delivered or caused to be delivered to Sellers the initial installment of the Purchase Price.
Performance; Deliveries. Each Seller, K▇▇▇▇▇▇▇▇, and AST shall have duly performed in all material respects all obligations, covenants, and agreements required to be performed by he, she, or it under this Agreement and the other Transaction Documents to which he, she, or it is a party at or prior to the Closing Date. AST shall have executed, where applicable, and delivered to WT (or shall have caused to be executed and delivered to WT by the appropriate person) the following:
(a) A certificate of the Secretary of AST that AST has duly performed in all material respects all obligations, covenants, and agreements required to be performed it under this Agreement and the other Transaction Documents to which it is a party at or prior to the Closing Date;
(b) The certificate or certificates contemplated by this Section 11.7 and Sections 11.2, 11.3, 11.4, 11.6, 11.9, 11.10, 11.11, and 11.17;
(c) Certified copies of resolutions of the board of directors of AST authorizing the Transactions and the execution of each Transaction Document to which AST is a party;
(d) The certificate of incorporation (certified as of a recent date by the Secretary of State of Delaware) and bylaws of AST;
(e) Certificates of the Secretary of AST certifying that the resolutions, certificates of incorporation, and bylaws referred to in Sections 11.7(c) and 11.7(d) above are in full force and effect and have not been amended or modified, and that the officers of AST are those persons named in the certificates;
(1) A certificate issued by the Secretary of State or other appropriate Governmental Authority in each jurisdiction listed in Schedule 11.7(f)(1) certifying that AST is qualified as a foreign corporation under the name “AST Capital Trust Company of Delaware” and is in good standing in that jurisdiction as of the most recent practicable date (other than the State of Washington with respect to good standing) and (2) a certificate issued by the appropriate Governmental Authority in each jurisdiction listed in Schedule 11.7(f)(2) certifying that AST is licensed, registered, and/or qualified to provide trust or fiduciary services under the name “AST Capital Trust Company of Delaware” (provided that no such certificate shall be required from any such Governmental Authority if such Governmental Authority does not have certificates evidencing that a Person is licensed, registered, and/or qualified to provided trust or fiduciary services);
(g) The written resignation of each director of AST, effective as of immediate...
Performance; Deliveries. BLA and each of the Sellers have duly performed and complied in all material respects with the obligations and conditions they must comply with under this Agreement by or before Closing. BLA shall have executed, where applicable, and delivered to WT (or shall have caused to be executed and delivered to WT by the appropriate person) the following:
(a) A certificate of the Secretary of BLA that it has completed all required actions contemplated by the Transaction Documents;
(b) The certificate or certificates contemplated by Sections 10.2, 10.3, 10.4, 10.6, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, and 10.18;
(c) Certified copies of resolutions of its board of managers authorizing the execution of each Transaction Document to which BLA is a party;
(d) The limited liability company certificate (certified as of a recent date by the Secretary of State of Delaware) and limited liability company agreement of BLA;
(e) A certificate of the Secretary of BLA certifying that the resolutions, limited liability certificate, and limited liability company agreement in Sections 10.8(c) and 10.8(d) above are in full force and effect and have not been amended or modified, and that the officers of BLA are those persons named in the certificate;
(f) Copies of each amendment made pursuant to Section 10.6;
(g) A certificate issued by the appropriate state authority certifying that BLA is validly existing in Delaware as of the most recent practicable date; and
(h) True and correct copies of each of the other Transaction Documents.
Performance; Deliveries. Buyer has performed all material covenants and delivered the consideration required by Article I.
Performance; Deliveries. Seller shall have performed and observed in all respects all covenants, obligations and conditions herein required to be performed or observed by Seller on or prior to the Closing Date; and Seller shall have delivered to Purchaser all deliveries described, set forth or provided for SECTION 2.5.