Speex'x Xxxigations Sample Clauses

Speex'x Xxxigations. At the Closing Speex xx, in the event of the Alternative Transaction, Speex Xxxmunications shall deliver to PSI: (a) Certificates signed by the Chief Operating Officer and Chief Financial Officer of the general partner of each Speex Xxxity to the effect that, to the best of the knowledge of such officers, each of the representations and warranties made by Speex xx in the case of the Alternative Transaction, Speex Xxxmunications and SVM hereunder are true and correct in all material respects as of the Closing Date (or, if any such representation or warranty is untrue or incorrect in any material respect, specifying the respect in which it is untrue or incorrect), and that Speex xx in the case of the Alternative Transaction, Speex Xxxmunications and SVM has fulfilled its covenants hereunder in all material respects as of the Closing Date (or, if any such covenant is unfulfilled in any material respect, specifying the respect in which it is unfulfilled), and that Speex xx in the case of the Alternative Transaction, Speex Xxxmunications and SVM has fulfilled the conditions precedent to PSI's obligations to consummate the purchase contemplated by this Agreement (or, if any such condition is unfulfilled in any material respect, specifying the respect in which it is unfulfilled); (b) A copy of resolutions adopted by each limited partnership included in Speex xx in the case of the Alternative Transaction, Speex Xxxmunications and SVM, certified by an officer or authorized person of, their respective general partner, authorizing or ratifying the execution and delivery of this Agreement and the performance by Speex xx its respective obligations hereunder; (c) An opinion of Bakex & XcKexxxx xx Burtxx, Xxrtxxxx & Xlogxxxx, xxunsel for Speex, xxdressed to PSI, in form and substance satisfactory to PSI; and (d) Current funds in the amount specified in Article 2 (subject to adjustment pursuant to Section 6.7). (e) In the event the Alternative Transaction is not elected, the Assignment and Assumption Agreement referred to in Article I and such bills of sale, deeds, assignments and other transaction documents as shall be required to effectuate the transfer of the Speex Xxxets to PSI. (f) In the event the Alternative Transaction is not elected, documents satisfactory to PSI evidencing transfer and conveyance of title to the real estate contemplated in the Real Estate Transfer Agreement referred to Section 1.3. (g) In the event the Alternative Transaction is not elected, cer...
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Related to Speex'x Xxxigations

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  • Vlastnictví Zdravotnické zařízení si ponechá a bude uchovávat Zdravotní záznamy. Zdravotnické zařízení a Zkoušející převedou na Zadavatele veškerá svá práva, nároky a tituly, včetně práv duševního vlastnictví k Důvěrným informacím (ve smyslu níže uvedeném) a k jakýmkoli jiným Studijním datům a údajům.

  • Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Compliance with Xxxxxxxx-Xxxxx Act The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

  • Xxxxx-Xxxxx Act Xxxxx-Xxxxx Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Xxxxxxxx “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

  • Xxx Xxxx In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

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