Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.
Description of Deliverables The Contractor shall Perform as set forth in Exhibit A.
Acceptance of Deliverables The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.
Reporting of Compliance Matters (a) The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:
(i) copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;
(ii) a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 0000 Xxx) that have occurred with respect to the Sub-Adviser’s Compliance Program;
(iii) a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;
(iv) a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and
(v) an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.
(b) The Sub-Adviser shall also provide the Trust’s CCO with:
(i) reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and
(ii) reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.
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.
SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.
Closing Deliverables (a) At the Closing, the Company will deliver or cause to be delivered to OmniLit:
(i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”);
(ii) evidence reasonably satisfactory to the OmniLit that the requirements set forth in Section 3.4 have been fulfilled;
(iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time;
(iv) a certificate of the secretary of the Company certifying the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of this Agreement and its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company);
(v) the Registration Rights Agreement, duly executed by the Major Company Stockholders who have elected to execute the Registration Rights Agreement;
(vi) the Sponsor Support Agreement, duly executed by an officer of the Company; and
(vii) a Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware;
(viii) a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).
(b) At the Closing, OmniLit will deliver or cause to be delivered:
(i) to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock for further distribution to the Company’s stockholders pursuant to Section 3.2, provided, that, for the avoidance of doubt, such shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter;
(ii) to the Company, a certificate signed by an officer of OmniLit, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”);
(iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor;
(iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and
(v) to the Company, the written resignations of all of the directors and officers of OxxxXxx and Mxxxxx Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time.
(c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.
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
Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently. Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once verified, the Vendor must include the TIPS Contract number on any communications and related sales documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor Portal online at xxxxx://xxx.xxxx-xxx.xxx/vendors_form.cfm and click on the PO’s and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at xxxxxxxxxx@xxxx-xxx.xxx. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity, Texas Education Service Center Region 8, as established by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action. Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. It is the Vendor’s responsibility to identify which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date of overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect the fees due. Please contact TIPS at xxxx@xxxx-xxx.xxx or call (000) 000-0000 if you have questions about paying fees.
SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.
