Documentary Deliverables Sample Clauses

Documentary Deliverables. All certificates and other documents that it is required to deliver to Parent pursuant to this Agreement prior to the Closing, including the Spreadsheet, the Statement of Expenses and the Payoff Letters.
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Documentary Deliverables. The Company shall have delivered to Parent all certificates and other documents that it is required to deliver to Parent pursuant to this Agreement prior to the Closing, including the Spreadsheet, the Closing Date Balance Sheet, the Statement of Expenses, the Payoff Letters and any other instruments or other documents that Parent may reasonably request from the Company to effect the Mergers and the other Transactions.
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Documentary Deliverables. The receipt by the Administrative Agent and each Arranger (or, where applicable, any Lender) of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective Date) and each in form and substance satisfactory to the Administrative Agent and each Arranger: (i) This Agreement, properly executed by a Responsible Officer of each Borrower and a duly authorized officer of the Administrative Agent, each L/C Issuer and each Lender; (ii) Notes in respect of the applicable Facility executed by the Borrowers in favor of each Lender requesting such a Note; (iii) With respect to each applicable Loan Party, as and to the extent applicable, executed counterparts of this Agreement, each Subsidiary Guaranty (or any joinder thereto), the Security Agreement (or any joinder thereto), the Reaffirmation Agreement, and each of the other Collateral Documents (if any) to be delivered on the Restatement Effective Date by such Loan Party, duly executed by such Loan Party; (iv) to the extent not previously delivered to, appropriately filed and/or in the possession of, the Administrative Agent as of the Restatement Effective Date, (A) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral, and (B) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and (v) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
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Documentary Deliverables. All certificates and other documents that it is expressly required to deliver to Company or the Stockholder Representative pursuant to this Agreement prior to the Closing; and
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Documentary Deliverables. The Company shall have delivered to the Purchaser the Spreadsheet and the Closing Date Balance Sheet.
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Documentary Deliverables. The Company shall have delivered to the Parent the Spreadsheet and the Spreadsheet Certificate in compliance with Section 5.12, the Closing Date Balance Sheet and the Statement of Expenses.
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Documentary Deliverables. The Supplier must submit each documentary Deliverable (including written information, documentation, reports and any other written material) to the Customer for approval on or before the applicable delivery date for such documentary Deliverable specified in the Order Documents. The Supplier must ensure that each documentary Deliverable: is reasonably acceptable to the Customer in terms of its presentation, accuracy and scope; is the most current and up-to-date version available; includes adequate definitions of all key terms, words and symbols; and is in English and is clearly expressed. Before submitting any documentary Deliverable, the Supplier must ensure that the documentary Deliverable meets, in addition to the requirements of clause8.2, all applicable Acceptance Criteria. The Customer must, within 10 Business Days (or any other timeframe agreed between the parties in writing) of receiving a documentary Deliverable (Review Period), review that Deliverable and give the Supplier Notice in Writing that either it: Accepts the documentary Deliverable, if the documentary Deliverable meets the Acceptance Criteria; or rejects the documentary Deliverable, if the documentary Deliverable does not meet the Acceptance Criteria, and requires amendments to the documentary Deliverable. The documentary Deliverable is deemed accepted if: the Customer does not notify the Supplier within the Review Period that the Test Item is Accepted or rejected; the Customer gives written notice that it waives the requirement for the documentary Deliverable to meet the Acceptance Criteria; or the Parties agree that the documentary Deliverable is accepted based on an agreement to a reduction in the Contract Price. If the Customer notifies the Supplier that the documentary Deliverable does not meet the Acceptance Criteria and it requires amendments to a documentary Deliverable under clause 8.4(b), the Supplier must, within five Business Days (or any alternative timeframe agreed between the parties in writing), prepare a revised documentary Deliverable which addresses all of the amendments required by the Customer. The parties must repeat the process in this clause 8 until the documentary Deliverable meets all applicable requirements specified in the Agreement, including the Acceptance Criteria, unless the Customer issues a termination notice in accordance with clause 26.1(b). Access
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Documentary Deliverables. The Seller shall have delivered to Purchaser the Spreadsheet and the Closing Date Balance Sheet and the Statement of Expenses. (nnn)
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Documentary Deliverables. The Company shall have delivered to Parent the Escrow Agreement.
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Related to Documentary Deliverables

  • Company Deliverables The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

  • SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.

  • Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Seller Deliverables Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, any other named Parties) and acknowledged or notarized: (1) One (1) original of the Deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) two (2) originals of the ▇▇▇▇ of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personal Property and Property Diligence Materials to Buyer; (4) one (1) copy of the approval from the Seller’s Board of Directors, or other approval authority, of the transaction contemplated herein; (5) two (2) originals of the Closing Statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (6) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Deed; (7) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or control, originals of the Due Diligence Materials, copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (8) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (9) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (10) such original documentation from Broker’s as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker’s may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims; (11) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (12) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each Party having a right or option to purchase the Property (or any portion thereof) from Seller; (13) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant and the Operating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, in the form required by the Master Lease; and (14) such other instruments as are reasonably required by Title Insurer to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof.