SCHEDULE DELIVERY Sample Clauses

SCHEDULE DELIVERY. The Company will prepare and deliver to Buyer five days prior to the Closing Date a schedule showing a reasonable estimate of the outstanding principal of and interest which will have accrued as of the Closing Date with respect to the Obligations and the Management Notes, and the other adjustments to the Share Purchase Price and such schedule shall be updated as of the Closing Date and such update shall be true and correct as of the Closing Date. Five days prior to the Closing Date, the Sellers shall deliver to Buyer an updated Schedule 2.1 (the "UPDATED CAPITALIZATION SCHEDULE"), revised to the extent necessary to confirm the information contained therein as of such date, including reflecting any exercise of Options that has taken place, and such schedules shall be true and correct in all respects as of such date and as of the Closing Date. Sellers shall notify Buyer of the Closing Date ten days prior to the Closing Date.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
SCHEDULE DELIVERY. (a) All schedules to this Agreement (each a “Schedule,” and collectively, the “Schedules”) shall be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement and delivered by the Seller on or before the 5th Business Day after the Effective Date (the “Schedule Due Date”), along with a signed certificate from the Seller that the Schedules so delivered are complete (the “Schedule Certificate”). Without limiting the foregoing, each Schedule shall identify with particularity and describe in relevant detail all relevant facts to be described in such Schedules; the mere listing of (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made by the Seller herein unless the representation or warranty has to do with the existence of the document or other item itself. (b) Notwithstanding anything herein to the contrary, the Seller shall have the ability to update the Schedules attached hereto within 5 days of learning of a fact that would cause a change to any of the Schedules, with an updated Schedule Certificate attached thereto. The Seller shall disclose to the Purchaser in writing promptly upon discovery thereof (the “Updated Disclosures”) any material variances from the representations and warranties contained in Section 5.2 and/or any information necessary or appropriate to make such representations and warranties true and correct as of such date. None of the foregoing supplemental disclosures shall limit or otherwise affect the remedies available to the Purchaser hereunder; provided, that if such Updated Disclosures (i) were not required to be disclosed to make the representations and warranties true and correct in all material respects as of the Effective Date, (ii) disclose underlying events that occurred and circumstances that arose exclusively between the Effective Date and the Closing, and are delivered to the Purchaser at least 5 Business Days prior to the Closing Date (any disclosure meeting the requirements of clauses (i) and (ii) a “Qualifying Updated Disclosure”), then such Qualifying Updated Disclosure(s) shall amend and supplement the representations and warranties in Section 5.2 as of the Closing Date for purposes of indemnification under Section 6.2 hereunder but not for purposes of determining whether the conditions set forth in Section 4.2(a) have been satisfied, if the Purchaser gives a written termination notice wi...
Sample 1
SCHEDULE DELIVERY. With respect to (X) matters required to be disclosed pursuant to (I) the last sentence of Section 2.01(d), (II) the last sentence of Section 2.01(h), and (III) clause (H) of Section 2.01(m)(i), and (Y) matters that have occurred since June 10, 1998 or that were not required to have been disclosed to Purchaser as of such date under the terms of the 1998 Investment Agreement, the Company shall cause each of the Schedules called for in this Agreement that have not been provided to Purchaser prior to execution of this Agreement to be delivered to Purchaser and its counsel prior to 5:00 p.m., New York time, on the date that is 14 days after the date hereof (the "SCHEDULE DELIVERY CUT-OFF TIME"), and may, prior to the Schedule Delivery Cut-off Time, with respect to the matters specified in clauses (x) and
Sample 1
SCHEDULE DELIVERY. Time is of the essence in the performance of this Agreement and any Work Order hereunder. SUPPLIER shall begin performing services upon execution by both Parties of the Work Order and receipt of the corresponding purchase order. SUPPLIER shall make every effort to adhere to the schedules as described in each Work Order. SUPPLIER agrees that in the event of rain or inclement weather on one or more of the exhibition dates, the City, at its descretion, may reschedule the performance of the Services. If SUPPLIER’S performance is affected by any event beyond its reasonable control, including fire, explosion, flood, or other acts of God; war, terrorist acts or civil
Sample 1
SCHEDULE DELIVERY. With respect to (x) matters required to be disclosed pursuant to (i) the last sentence of Section 2.01(d), (ii) the last sentence of Section 2.01(h), and (iii) clause (H) of Section 2.01(m)(i), and (y) matters that have occurred since June 10, 1998 or that were not required to have been disclosed to Purchaser as of such date under the terms of the 1998 Investment Agreement, the Company shall cause each of the Schedules called for in this Agreement that have not been provided to Purchaser prior to execution of this Agreement to be delivered to Purchaser and its counsel prior to 5:00 p.m., New York time, on the date that is 14 days after the date hereof (the "Schedule Delivery Cut-off Time"), and may, prior to the Schedule Delivery Cut-off Time, with respect to the matters specified in clauses (x) and (y) of this Section 4.07, supplement Schedules that have previously been supplied. Any such Schedule so delivered or supplemented and satisfactory to Purchaser in its good-faith reasonable judgment shall be deemed to have been delivered as of the date hereof.
Sample 1
SCHEDULE DELIVERY. 1. Quotations and sales, including transfer of title to Goods sold and the risk therefor are Ex Works (per current Incoterms) at WIKA's manufacturing facility in Edmonton, Alberta, unless otherwise expressly stipulated, and all transportation, insurance, customs duties and related charges are for the account of the Buyer or as otherwise agreed in writing. If published transportation rates are increased or decreased prior to shipment, prices of unshipped materials or Goods which may have been ordered on a '"delivered price" basis, will be increased or decreased accordingly. WIKA reserves the right to notify the Buyer and then charge for storage and administration costs incurred against Goods held for more than a reasonable period while awaiting delivery or other instructions, which the Buyer agrees to pay on demand.
Sample 1
SCHEDULE DELIVERY. Sellers shall have delivered the schedules referred to in Section 6.10 hereof in a timely manner.
Sample 1
AutoNDA by SimpleDocs

Related to SCHEDULE DELIVERY

  • Closing; Delivery (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • 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).

  • 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).

  • PRICE/DELIVERY Price(s) bid must be the price(s) for new goods, unless otherwise specified. Any bids containing modifying or “escalator” clauses will not be considered unless specifically requested in the bid specifications.

  • Non Delivery C15.1 Where the Goods, having been placed in transit, fail to be delivered to the Authority on the due date for delivery, the Authority shall, (provided that the Authority has been advised in writing of the dispatch of the Goods), within ten (10) Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Authority or terminate the Contract in accordance with clause C13.4 (Delivery).

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • 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 Delivery Contractor shall construct the Project in accordance with the Contract Documents, and Contractor shall deliver the Project completed in accordance with the Contract Documents, substantially free from defects, and within the Contract Time.

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!