Deliveries by DLC Sample Clauses

The 'Deliveries by DLC' clause defines the process and requirements for making deliveries using a Documentary Letter of Credit (DLC) as the payment method. Under this clause, the seller is typically required to present specific shipping and commercial documents to a bank in order to receive payment, ensuring that goods are shipped according to the contract terms. This mechanism provides security for both parties: the seller is assured of payment upon compliance with documentary requirements, while the buyer is protected by the bank's verification of proper documentation before releasing funds. The clause primarily addresses the need for secure, reliable transactions in international trade by using a trusted financial intermediary.
Deliveries by DLC. At the Exchange Closing, DLC will deliver, or cause to be delivered, the following to the applicable FE Subsidiary: (a) With respect to the transfer of the DLC Assets (except for the Excluded DLC Assets): (i) The DLC Assignment and Assumption Agreements, the CAPCO Settlement Agreement, the Electrical Facilities Agreement and the Settlement Agreement, duly executed by DLC; (ii) Duly executed Bills of Sale with respect to the DLC Assets; (iii) Certified copies of any and all governmental and other third party consents, waivers or approvals obtained or required to be obtained by DLC with respect to the transfer of the DLC Assets or the consummation of the transactions contemplated by this Agreement; (iv) One or more Warranty Deeds conveying title to the DLC Real Property to the applicable FE Subsidiaries, duly executed and acknowledged by DLC and in recordable form; (v) FIRPTA Affidavits, duly executed by DLC; (vi) To the extent available, originals of all DLC Agreements, DLC Real Property Leases and DLC Transferable Permits and, if such originals are not available, true and correct copies thereof; and (vii) All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of the applicable FE Subsidiaries and their counsel, be necessary or desirable to transfer the DLC Assets to such FE Subsidiaries, in accordance with this Agreement and where necessary or desirable in recordable form. (b) With respect to the transfer of the FE Assets (except for the Excluded FE Assets): (i) The FE Assignment and Assumption Agreements, the FE (Accrued Liability) Assignment and Assumption Agreements, the FE Easement and Attachment Agreements, the FE Connection Agreements and the FE Must-Run Agreements, duly executed by the corresponding Winning Bidder or DLC, as applicable; and (ii) All such other instruments of assignment or assumption as shall, in the reasonable opinion of the applicable FE Subsidiaries and their counsel, be necessary for assignment of the FE Assets to or the assumption of the Assumed FE Liabilities by DLC or the corresponding Winning Bidder, respectively, in accordance with this Agreement. (c) With respect to this Agreement: (i) The documents to be delivered by DLC under Section 9.3; (ii) Copies, certified by the Secretary or Assistant Secretary of DLC, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by DLC in connecti...
View SourceView Similar (4)
Deliveries by DLC. 44 5.8 Ancillary Agreements............................... 46 5.9 Pending Litigation................................. 46 5.10
View SourceView Similar (2)

Related to Deliveries by DLC

  • Deliveries by Seller At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer, duly and properly executed, the following: (a) Good and sufficient General Conveyance, Assignment and ▇▇▇▇ of Sale, which shall be in the form attached hereto as EXHIBIT C, conveying, selling, transferring and assigning to Buyer title to all of the Property, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever, except for those assumed by Buyer pursuant to this Agreement or approved in writing by Buyer prior to the Closing. (b) Assignments and Assumptions of the Assumed Liabilities, which shall be in form and substance satisfactory to Buyer and shall include, to the extent obtained, the written consents of all parties necessary in order to duly transfer all of Seller's rights thereunder to Buyer (the "Assignment and Assumption Agreements") together with the consents (or notations) required pursuant to SECTION 7.1(H). (c) A certificate of the President and Secretary of Seller in accordance with Section 7.1(d). (d) Resolutions of the directors and stockholders of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. (e) The Articles of Incorporation of Seller, certified as of a recent date by the Secretary of State of New York. (f) A certificate of the Secretary of State of New York dated as of a recent date as to the good standing of Seller in such state, along with telephonic confirmation of such good standing on the date of the Closing. (g) A certificate of the Secretary of State of each state listed on SCHEDULE 4.2(A), dated as of a recent date as to the good standing of Seller in each such state, along with telephonic confirmation of such good standing on the date of the Closing. (h) The legal opinion referred to in Section 7.1(e). (i) The employment agreement between Buyer and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT D. (j) The employment agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT E. (k) The employment agreement between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT F. (l) The consulting agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT G. (m) The Assignment of the real estate lease for the premises (the "Premises") located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as EXHIBIT 7.1(I) (the "Lease"). (n) Except as provided herein, Seller shall pay any federal, state or local sales or transfer taxes related to the transactions contemplated by this Agreement. (o) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (b) A porcine substance supply agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit C (the “Porcine Substance Supply Agreement”), duly executed by Seller Affiliate; (c) A IB supply agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit D (the “IB Supply Agreement”), duly executed by Seller Affiliate; (d) A IB technology transfer agreement between Seller Affiliates ((Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E (the “IB Technology Transfer Agreement”), duly executed by Seller Affiliate; (e) A patent license agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit F (the “Patent License Agreement”), duly executed by Seller Affiliate; (f) A TTA assignment agreement between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit G (the “TTA Assignment”), duly executed by Seller Affiliate; (g) A transition services agreement between Financière MSD (Parent Seller) and Buyer in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”), duly executed by Seller; (h) An executed copy of the Dutch asset purchase agreement entered into between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit I (the “Dutch Asset Purchase Agreement”); (i) A liability agreement between Buyer, SP, Merck Sharp & Dohme Corp., Merck Sharp & Dohme B.V, N.V. Organon, Financière MS, Intervet International B.V. and Buyer and Amphastar Pharmaceuticals Inc. substantially the form attached hereto as Exhibit J (the “Liability Agreement”), duly executed by Seller; (j) A stability testing services agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit K (the “Stability Testing Services Agreement”), duly executed by Seller; (k) A Seller parent guarantee in substantially the form attached hereto as Exhibit L (the “Seller Parent Guarantee”), duly executed; (l) A porcine insulin for biotech supply agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit M (the “Porcine Insulin for Biotech Supply Agreement”), duly executed; (m) A IB quality agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit N, (the “IB Quality Agreement”), duly executed; (n) A PI quality agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit O, (the “PI Quality Agreement”), duly executed; (o) the mutual confidentiality agreements between Seller Affiliates and Buyer in substantially the forms attached hereto as Exhibit P, (together the “CDAs”), duly executed; (p) the letter of understanding between Buyer and Seller, related to the transitional services agreement for EHS remediation works, in substantially the form attached hereto as Exhibit Q (the “▇▇▇”), duly executed; (q) the letter related to Seller’s temporary employees between Buyer and Seller, in substantially the form attached hereto as Exhibit R (the “Temporary Employees Letter”), duly executed; (r) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.