Deliveries of APP Sample Clauses

The 'Deliveries of APP' clause defines the obligations and procedures related to the delivery of the APP (which may refer to a product, application, or asset) under the agreement. It typically specifies the timeline, method, and conditions for delivering the APP to the receiving party, such as requiring delivery by a certain date, in a particular format, or to a designated location. This clause ensures both parties are clear on when and how the APP will be provided, thereby reducing the risk of disputes or misunderstandings regarding delivery expectations.
Deliveries of APP. At or prior to the Effective Date, APP shall deliver to the Company the following, all of which shall be in a form reasonably satisfactory to the Company: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) Intentionally omitted; (c) a certificate of the President of APP dated the Closing Date as to the truth and correctness of the representations and warranties of APP contained herein on and as of the Effective Date; (d) a certificate of the President of APP dated the Closing Date, (i) as to the performance and compliance by APP with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required to be satisfied by APP shall have been satisfied; (e) a certificate of the Secretary of APP certifying as to the incumbency and to the signatures of the officers of APP who have executed documents delivered at the Closing on behalf of APP; (f) a certificate, dated within ten (10) days prior to the Effective Date, of the secretary of state of incorporation establishing that APP is in existence, has paid all franchise or similar taxes, if any, and otherwise is in good standing to transact business in the state of Delaware; (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which APP is qualified to do business, to the effect that APP is qualified to do business and is in good standing as a foreign corporation in such state; (h) the executed Service Agreement as revised in accordance with the changes specified in Section 12.1(j); (i) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1; (j) the Merger Consideration in accordance with Article II and Exhibit B hereof; and (k) such other instrument or instruments of transfer prepared by the Company as shall be necessary or appropriate, as the Company or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
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Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Consideration in accordance with Article IV hereof; (c) intentionally omitted; (d) intentionally omitted; (e) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf of; (f) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise or similar taxes, if any, and, if applicable, otherwise are in good standing to transact business in the state of Delaware and California, respectively; and (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which Buyer and APP are qualified to do business, to the effect that Buyer and APP are qualified to do business and, if applicable, are in good standing as foreign corporations in such state.
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Deliveries of APP. 164 ARTICLE XII
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Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Purchase Price in accordance with Article IV hereof; (c) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf of Buyer, (d) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise
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Deliveries of APP. 37 ARTICLE XIII Post Closing Matters.............................................................. 37 Section 13.1
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Deliveries of APP. At or prior to the Effective Date, APP shall deliver to the Company the following, all of which shall be in a form reasonably satisfactory to the Company: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) Intentionally omitted; (c) a certificate of the President of APP dated the Closing Date as to the truth and correctness of the representations and warranties of APP contained herein on and as of the Effective Date; (d) a certificate of the President of APP dated the Closing Date, (i) as to the performance and compliance by APP with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required to be satisfied by APP shall have been satisfied;
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Deliveries of APP. 24 ARTICLE XII Certain Additional Agreements of the Parties [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . 25
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Deliveries of APP. 36 iii 5
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Deliveries of APP. 23 ARTICLE XII CERTAIN ADDITIONAL AGREEMENTS OF THE PARTIES . . . . . . 24 ARTICLE XIII POST
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Related to Deliveries of APP

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Deliveries of Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Shareholder the following:

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) ▇▇▇▇ of Sale. A ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller; and

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.