Performance; Document Delivery Sample Clauses

Performance; Document Delivery. Each Shareholder shall have performed, at or prior to the Closing Date, all acts in accordance with their covenants herein, including, but not limited to, delivery to SEI of the following documents: (i) A good standing certificate regarding the Company and any Shareholder that is not a natural person, certified by the Secretary of State of such party's state of organization dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by each Shareholder certifying that the representations and warranties of each Shareholder set forth herein are true and correct as of the Closing Date and that each Shareholder has fulfilled all of the conditions of this Section 10; (iii) Certificates representing the Shares, together with accompanying stock transfer powers or instruments of assignment, duly endorsed in blank by the applicable Shareholder; (iv) Resignations of each of the officers and directors of the Company effective as of the Closing Date; (v) Releases of each Shareholder and each officer and director of the Company concerning any claim against the Company (other than current accrued wages and benefits), including any claims for indemnification, contribution or otherwise arising with respect to this Agreement, the representations, warranties and agreements contained herein and the transactions contemplated hereby; (vi) All books and records of the Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by SEI; and (vii) Evidence that all agreements or arrangements, whether written or oral, among the Shareholders and/or the Company that relate in any manner to the Company Common Stock have been terminated.
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Performance; Document Delivery. SEI shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Shareholders of the following documents: (i) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set forth herein are true and correct in all material respects as of the Closing Date and that SEI has fulfilled all of the conditions of this Section 9; (iii) Resolutions adopted by the Board of Directors of SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of SEI; and (iv) An incumbency certificate certifying the identity of the officers of SEI.
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Performance; Document Delivery. SEI shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company of the following documents: (i) The Purchase Price to be paid pursuant to Section 2; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five business days prior to Closing; (iii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set
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Performance; Document Delivery. The Company and each Shareholder shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with their covenants herein.
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Performance; Document Delivery. Crusader and CRM shall have performed, in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Shareholder of the following documents: (i) A good standing certificate regarding CRM certified by the Secretary of State of the State of New York dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by a duly authorized officer of Crusader and CRM certifying that the representations and warranties of Crusader and CRM set forth herein are true and correct in all material respects as of the Closing Date and that Crusader and CRM have fulfilled all of the conditions of this Section 9; (iii) Resolutions adopted by the managing member of CRM approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (iv) An incumbency certificate certifying the identity of the officers of CRM.
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Performance; Document Delivery. PFC shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Members of the following documents: (i) A good standing certificate regarding PFC certified by the Secretary of State of the State of Delaware dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by a duly authorized officer of PFC certifying that the representations and warranties of PFC set forth herein are true and correct in all material respects as of the Closing Date and that PFC has fulfilled all of the conditions of this Section 9; (iii) Resolutions adopted by the Board of Directors of PFC approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of PFC; and (iv) An incumbency certificate certifying the identity of the officers of PFC.
Sample 1

Related to Performance; Document Delivery

  • Document Delivery The Trust has delivered to Forum copies of (i) the Trust's Trust Instrument and Bylaws (collectively, as amended from time to time, "Organic Documents"), (ii) the Trust's Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Investment Company Act of 1940, as amended ("1940 Act")(the "Registration Statement"), (iii) the Trust's current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan or similar document adopted by the Trust ("Service Plan"), and (v) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish Forum with all amendments of or supplements to the foregoing. The Trust shall deliver to Forum a certified copy of the resolution of the Board of Trustees of the Trust (the "Board") appointing Forum and authorizing the execution and delivery of this Agreement.

  • Performance Delay Time is of the essence in the Vendor’s performance of this Agreement. If at any time it appears to Vendor that it may not meet any of the performance schedules or the scheduled completion date of the services to be performed for any reason, including labor disputes, Vendor shall immediately by verbal means (to be confirmed in writing) notify Customer of the reasons for and the estimated duration of such delay. If requested by Customer, Vendor shall make every effort to avoid or minimize the delay to the maximum extent possible including the expenditure of premium time. Any additional cost caused by these requirements of Customer shall be borne by Vendor, unless the delay in performance arises out of causes beyond the control and without the fault or negligence of Vendor or its subcontractors within the meaning of the Cancellation- Default clause herein. The foregoing requirements are in addition to any of Customer’s other rights and remedies as may be provided by law or this Agreement.

  • Reference Documentation Form List three (3) clients during the past ten (10) years for which you provided a comparable amount of goods or services substantially similar to those specified in the solicitation in the spaces provided below. Provide the Company name, contact person, address, email address, telephone number, and date services were performed, as described.

  • Construction Document Phase 1.4.1 Based on the approved Design Development Documents, Guaranteed Maximum Price, coordinated models and any further adjustments in the scope or quality of the Project or in the Amount Available for the Construction Contract authorized by the Owner, the Architect/Engineer shall prepare, for approval by the Owner and review by the Construction Manager, Construction Documents consisting of Drawings, Schedules and Specifications derived from the model(s) in accordance with Owner’s written requirements setting forth in detail the requirements for construction of the Project, including, without limitation, the BIM Execution Plan and “Facility Design Guidelines”. The Plans, Drawings and Specifications for the entire Project shall be so prepared that same will call for the construction of the building and related facilities, together with its built-in permanent fixtures and equipment which will cost not more than the Guaranteed Maximum Price accepted by Owner, or the Amount Available for the Construction Contract established by Owner if no Guaranteed Maximum Price proposal has been accepted by Owner. The Architect/Engineer will be responsible for managing the design to stay within such Guaranteed Maximum Price proposal or Amount Available for the Construction Contract. The Architect/Engineer shall review the Construction Documents as they are being prepared at intervals appropriate to the progress of the Project with the Owner and Construction Manager at the Project site or other location specified by Owner in the State of Texas. The Architect/Engineer shall utilize the model(s) to support the review process during Construction Documents. The Architect/Engineer shall provide the Construction Manager with a compact disc containing documents and data files derived from the model to assist the Construction Manager in fulfilling its responsibilities to the Owner. 1.4.2 As a part of Construction Documents Phase, Architect/Engineer shall accomplish model coordination, aggregation and “clash detection” to remove conflicts in design between systems, structures and components. Architect/Engineer shall demonstrate and provide written assurance to Owner that all conflicts/collisions between models have been resolved. 1.4.3 The Architect/Engineer shall consult with the Owner and Construction Manager on matters such as construction phasing and scheduling, bid or proposal alternates, liquidated damages, the construction contract time period, and other construction issues appropriate for the Project. The Architect/Engineer shall assist the Owner and Construction Manager in the preparation of the necessary bidding information, bidding forms, RFP information, and RFP forms, and the Conditions of the Contract. 1.4.4 The Architect/Engineer shall assist the Owner in connection with the Owner’s responsibility and procedures for obtaining approval of all building and accessibility authorities having jurisdiction over the Project. 1.4.5 The Architect/Engineer shall provide coordination and inclusion of sequence of operations for all operable systems in the facility as defined by Owner during Design Development. 1.4.6 The Architect/Engineer shall review the Estimated Construction Cost prepared by the Construction Manager, and shall provide written comments. 1.4.7 The Architect/Engineer shall participate in a final review of the Construction Documents and model(s) with the Owner and Construction Manager at the Project location or other location specified by Owner in the State of Texas. Prior to the Owner’s approval of the Construction Documents, the Architect/Engineer shall incorporate such changes as are necessary to satisfy the Owner’s review comments. 1.4.8 Before proceeding into the Bidding and Proposal Phase, the Architect/Engineer shall obtain Owner’s written acceptance of the Construction Documents and approval of the Final Amount Available for the Construction Contract as approved by the Board of Regents.

  • Performance Obligation 11.1 Interconnection Customer's Interconnection Facilities 11.2 Participating TO's Interconnection Facilities 11.3 Network Upgrades and Distribution Upgrades

  • Performance; No Default The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

  • Performance Schedule The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

  • MSAA Indicator Technical Specification Document This Agreement shall be interpreted with reference to the MSAA Indicator Technical Specifications document.

  • Loan Document Status Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

  • Source Documentation Accounting records must be supported by such source documentation as canceled checks, bank statements, invoices, paid bills, donor letters, time and attendance records, activity reports, travel reports, contractual and consultant agreements, and subaward documentation. All supporting documentation should be clearly identified with the Award and general ledger accounts which are to be charged or credited. (i) The documentation standards for salary charges to grants are prescribed by 2 CFR 200.430, and in the cost principles applicable to the entity’s organization (Paragraphs 7.4 through 7.7). (ii) If records do not meet the standards in 2 CFR 200.430, then Grantor may notify Grantee in PART TWO, PART THREE or Exhibit G of the requirement to submit Personnel activity reports. See 2 CFR 200.430(i)(8). Personnel activity reports shall account on an after-the-fact basis for one hundred percent (100%) of the employee's actual time, separately indicating the time spent on the grant, other grants or projects, vacation or sick leave, and administrative time, if applicable. The reports must be signed by the employee, approved by the appropriate official, and coincide with a pay period. These time records should be used to record the distribution of salary costs to the appropriate accounts no less frequently than quarterly. (iii) Formal agreements with independent contractors, such as consultants, must include a description of the services to be performed, the period of performance, the fee and method of payment, an itemization of travel and other costs which are chargeable to the agreement, and the signatures of both the contractor and an appropriate official of Grantee. (iv) If third party in-kind (non-cash) contributions are used for Grant purposes, the valuation of these contributions must be supported with adequate documentation.

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