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. 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.

Performance; Deliveries. Each Seller, Kxxxxxxxx, 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.

Related to Performance; Deliveries

Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.
SERVICE DELIVERABLES You will receive service on the Covered Product as described below: Carry-In: Unless otherwise provided in this Agreement, the Covered Product must be shipped or delivered and retrieved by You at Our authorized service center during normal business hours. In-Home/On-Site: Service will be performed in Your home or on-site as indicated on the Declarations Page of this Agreement, or on Your sales receipt or invoice provided You have fulfilled the following requirements: (1) provide Our authorized technician with accessibility to the Covered Product; (2) provide a non-threatening and safe environment for Our authorized technician; and (3) an adult over the age of 18 must be present for the period of time Our authorized technician is scheduled to provide service and while Our authorized technician is on Your property servicing the Covered Product. In-Home Service will be provided by Our authorized service provider during regular business hours, local time, Monday through Friday, except holidays. Our authorized service center may opt to remove the Covered Product to perform service in-shop. The Covered Product will be returned upon completion. Additional time and mileage charges for in-home repairs outside of twenty-five (25) contiguous land miles or the normal service radius of Our authorized service center are not covered by this Agreement, and are Your responsibility.
Service Delivery Grantee shall: 1. Adhere to the Priority Populations for Treatment Programs as stated in the SUD UM Guidelines. 2. Maintain Daily Capacity Management Report in CMBHS as required in the SUD UM Guidelines. 3. Maintain a Waiting List to track all eligible individuals who have been screened but cannot be admitted to SUD treatment immediately. i. Grantee that has an individual identified as a federal and state priority population on the waiting list shall confirm this in the Daily Capacity Management Report. ii. Grantee shall arrange for appropriate services in another treatment facility or provide access to interim services as indicated within 48 hours when efforts to refer to other appropriate services are exhausted. iii. Grantee shall offer directly or through referral interim services to wait-listed individuals. iv. Establish a wait list that includes priority populations and interim services while awaiting admission to treatment services. v. Develop a mechanism to maintain contact with individuals awaiting admission. 4. If unable to provide admissions to individuals within Priority Populations for Treatment Programs according to SUD UM Guidelines: i. Implement written procedures that address maintaining weekly contact with individuals waiting for admissions as well as what referrals are made when a client cannot be admitted for services immediately. ii. When Grantee cannot admit a client, who is at risk for dangerous for withdrawal, Grantee shall ensure that an emergency medical care provider is notified. iii. Coordinate with an alternate provider for immediate admission. iv. Notify Substance Use Disorder (Xxxxxxxxx_Xxx_Xxxxxxxx@xxxx.xxxxx.xx.xx) so that assistance can be provided that ensures immediate admission to other appropriate services and proper coordination when appropriate. v. Provide pre-admission service coordination to reduce barriers to treatment, enhance motivation, stabilize life situations, and facilitate engagement in treatment. vi. Adhere to Informed Consent Document for Opioid Use Disorder applicable to the individual as stated in the SUD UM Guidelines. vii. When an individual is placed on the Wait List, Grantee shall document interim services as referrals that provides applicable testing, counseling, and treatment for Human Immunodeficiency Virus (HIV), tuberculosis (TB) and sexually transmitted infections (STIs).
Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.
Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.
Deliveries (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to each Purchaser and the Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares and Prefunded Warrant Shares, if applicable, with an exercise price equal to $1.00, subject to adjustment therein; and (vii) an electronic copy of the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchaser’s aggregate exercise price of the Prefunded Warrants, which amounts shall be paid as and when such Prefunded Warrants are exercised for cash) by wire transfer to the account specified in writing by the Company.
Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.
Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.
Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives. C.1. <Title> Deliverable 1
Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).

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