DELIVERIES OF AMP Clause Samples
The 'Deliveries of AMP' clause defines the obligations and procedures related to the supply and transfer of AMP (which may refer to a specific product, asset, or service) between the parties. It typically outlines the timing, method, and conditions under which AMP must be delivered, such as specifying delivery locations, required documentation, or quality standards. This clause ensures that both parties have a clear understanding of their responsibilities regarding the delivery process, thereby minimizing disputes and ensuring timely and accurate fulfillment of contractual obligations.
DELIVERIES OF AMP. At or prior to the Closing Date, AMP will deliver to the Company and the Owners c/o Baker & Hostetler LLP, counsel to AMP, the following, all of which will be in ▇ ▇▇▇▇ ▇atisfactory to the Company and the Owners and will be held by Baker & Hostetler in escrow pending Closing, pursuant to an escrow ag▇▇▇▇▇nt ▇▇ ▇▇▇▇ ▇nd substance mutually acceptable to the parties hereto:
(a) a copy of the resolution of the Board of Directors of AMP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by AMP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of AMP authorizing the execution, delivery and performance of the Management Agreement, certified by the Secretary of AMP as being true correct copies of the originals thereof subject to no modification or amendments;
(c) a certificate of an officer of AMP dated the Closing Date as to the truth and correctness of the representations and warranties of AMP contained herein on and as of the Closing Date;
(d) a certificate of an officer of AMP dated the Closing Date (i) as to the performance and compliance by AMP with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of AMP to the Closing have been satisfied;
(e) a certificate of the Secretary of AMP certifying as to the incumbency of the officers of AMP who have executed documents delivered at the Closing on behalf of AMP;
(f) a certificate, dated within five days prior to the Closing Date, of the Secretary of State of the respective states of incorporation of AMP and AMP Subsidiary establishing that such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of incorporation;
(g) certificates, dated within five days prior to the Closing Date, of the Secretaries of State of the states in which AMP is qualified to do business, to the effect that AMP is qualified to do business and, if applicable, is in good standing as a foreign corporation in such state;
(h) an opinion of Baker & Hostetler, counsel to AMP, dated as of the Closing Date;
(i) ▇▇▇ ▇▇▇▇uted Management Agreement;
(j) the executed Registration Rights Agreement;
(k) the Acquisition Consideration in accordance with Article II and Annex I hereof; and
(l) such other instr...