Rejection of Deliverables The Department reserves the right to reject deliverables, as outlined in the Grant Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to ▇▇▇▇▇▇▇’s lack of satisfactory performance under the terms of this Agreement. The Grantee’s efforts to correct the rejected deliverables will be at ▇▇▇▇▇▇▇’s sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may allow additional time within which Grantee may remedy the objections noted by Department. The Grantee’s failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default.
Deliveries at Closing At the Closing, the Seller and the Buyer, respectively, will deliver the following documents: (a) The Seller and AUGI will deliver or cause to be delivered to EXTEL and to the Buyer: (i) a copy of the by-laws of the Seller and resolutions adopted by the Seller's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Seller as of the Closing Date; (ii) a copy of the certificate of incorporation of the Seller, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Seller's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of the Seller and of AUGI, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of the Seller and AUGI, respectively; (iv) all agreements, authorizations, exemptions, waivers and consents of any third persons or entities required to be obtained by the Seller or AUGI hereunder or generally necessary for the consummation by the Seller and AUGI of the transactions contemplated by this Agreement; (v) sufficient, original, executed copies of assignments of patents, trademarks and/or copyrights, in form and substance acceptable to the Buyer, such that there is one original version for each group of patents, trademarks and copyrights; (vi) certificate(s), dated the Closing Date, signed by the chief financial officer of each of the Seller and AUGI that the conditions specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects; (vii) assignment of leases for each Lease; and (viii) such other specific instruments of sale, conveyance, assignment, transfer, and delivery as are required to vest good and marketable title to the Assets in the Buyer. (b) EXTEL and the Buyer will deliver or cause to be delivered to the Seller and to AUGI: (i) a copy of the by-laws of the Buyer and resolutions adopted by the Buyer's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Buyer as of the Closing Date; (ii) a copy of the certificate of incorporation of the Buyer, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Buyer's state of incorporation as of a date no later than five (5) days before the Closing Date; (iii) certificate(s) by the Secretaries of EXTEL and of the Buyer, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of EXTEL and the Buyer, respectively; (iv) certificate(s), dated the Closing Date, signed by the chief financial officer of each of EXTEL and the Buyer that the conditions specified in Section 10.1(a) and (b) hereof have been fulfilled in all respects; and (v) such other specific instruments of conveyance, assignment, transfer, and delivery as are required to confirm that the Buyer shall have assumed the payment and performance of the Assumed Liabilities and the performance of the Material Contracts.
Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.
Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.
Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.