Deliveries and Conditions Clause Samples
The "Deliveries and Conditions" clause defines the obligations and requirements related to the delivery of goods or services under a contract. It typically outlines the timeline, location, and method of delivery, as well as any conditions that must be met before or during delivery, such as inspection rights or documentation requirements. By clearly specifying these terms, the clause helps prevent disputes over delivery expectations and ensures both parties understand their responsibilities, thereby facilitating smooth and predictable contract performance.
Deliveries and Conditions. 3.1. Conditions and Deliveries to the Effectiveness of this Agreement
3.2. Conditions and Deliveries for Advances
Deliveries and Conditions. Upon the Closing,
(a) Each Seller shall deliver to the Company an Assignment Separate from Certificate in substantially the form attached hereto as Exhibit B, executed by such Seller in favor of the Buyer for the applicable Transferred Shares;
(b) Each Seller shall (A) instruct the Company to cancel the Original Stock Certificate(s) (if any) representing the applicable Transferred Shares and to issue a notice of stock account evidencing the applicable Transferred Shares being purchased by the Buyer (the “Buyer Stock Account Notice”), and (B) deliver to the Buyer a counterpart signature page to this Agreement executed by such Seller;
(c) Each Seller shall instruct the Company to (A) deliver to the Buyer the Buyer Stock Account Notice representing the number of Transferred Shares purchased by the Buyer, (B) if applicable, deliver to such Seller an updated notice of stock account for the balance of shares of Subject Stock remaining after the transfer of the applicable Transferred Shares, and (C) register in its books and records the number of the Transferred Shares sold and transferred by such Seller hereunder and the number of Transferred Shares acquired by the Buyer hereunder;
(d) the Buyer shall deliver to each Seller a counterpart signature page to this Agreement executed by the Buyer;
(e) the Sellers and the Buyer shall deliver to the Company their executed copy of this Agreement, which delivery shall be deemed instructions to act as provided herein;
(f) the Buyer shall pay the applicable portion of the Purchase Price pursuant to the Payment Schedule for each Seller’s Transferred Shares to such Seller by wire transfer of immediately available funds to such Seller’s designated account upon the Buyer’s confirmation of receipt of the Buyer Stock Account Notice;
(g) the Buyer shall have received a properly executed statement, issued by the Company pursuant to Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) dated no more than thirty (30) days prior to the Closing and signed by an officer of the Company, and in form and substance reasonably satisfactory to the Buyer, certifying that interests in the Company do not constitute “United States real property interests” under Section 897(c) of the Internal Revenue Code of 1986, as amended, and the Company shall have provided notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2);
(h) the Sellers and the Buyer shall each execute the Voting Agreement in the form o...
Deliveries and Conditions