Prerequisites for Delivery Clause Samples

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Prerequisites for Delivery. The obligation of the Lessors to deliver each Unit Component under Article 4 in each Individual Agreement is subject to the satisfaction of all of the following conditions unless the Lessors notify the Lessee not to require the satisfaction of any of such conditions prior to the completion of the delivery: (1) No event has occurred by the Scheduled Delivery Date because of which the Lessors or Lessee expect the change of laws, administrative orders, or ordinances, or other changes under laws, administrative guidance or tax policy causing the transaction contemplated in the Relating Agreements to become unlawful, or making the Lessors or Lessee to reasonably determine it appropriate to cancel or postpone the execution of such transaction for the purpose thereof (provided, however, that the Lessors or Lessee shall consult with the other parties in advance in addition to other actions such as making a prompt notice to the other parties in the event the Lessor is aware of the occurrence of any event of this paragraph). (2) The relevant Unit Component has been purchased by the Lessee from the Property Manufacturer under the Original Purchase Agreement prior to the Scheduled Delivery Date, and the Lessee acquires the ownership without any Encumbrances (except for the Approved Encumbrances). (3) The Unit Component is insured by the effective insurance as of the Scheduled Delivery Date pursuant to Article 19. (4) No Event of Default has occurred. (5) No event has occurred for which, as reasonably determined by the Lessors, any Total Loss Event is or will be constituted. (6) The Relating Agreements in which the Lessors or the Lessee are/is party/parties have been executed and delivered by all relevant parties, and remain in full force and effect. (7) The representation and warranty of the Lessee under Article 20 are all true and correct as of the Scheduled Delivery Date based on the situation on such date.
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Prerequisites for Delivery. 3.1 As the premise for the delivery, the following prerequisites shall be satisfied or waivered: (1) the representations and warranties made by the sellers on the signing date of this Agreement remain true, accurate and complete in all material respects, without misleading, false representations or omissions in all significant respects; (2) the sellers have approved this transaction in accordance with their internal organizational documents; as for Seller B, such approvals include the approvals of shareholders of China Unicom (Hong Kong) Limited and China United Network Communications Limited; (3) China Reform Corporation has approved this transaction in accordance with its internal organizational documents; (4) the buyer has approved this transaction in accordance with its internal organizational documents; (5) this transaction has obtained approval, licensing and registration of all application Chinese government departments, including but not limited to the approval of the Ministry of Commerce; the filing procedure of appraisal report has been fulfilled in accordance with national laws and regulations; (3) are the prerequisites for China Reform Corporation; those listed in Article 3.1 (4) are the prerequisites for the buyer; and those listed in Article 3.1(5) are the common prerequisites. 3.2 The parties agree that before the delivery date and to the practicable extent, they shall meet all the prerequisites set out in Article 3.1 hereof as soon as possible. 3.3 In case that all of the above prerequisites have not been met or waivered prior to the delivery date, the parties shall have consultation to determine the deadlines for such prerequisites in writing, or termination matters of this Agreement (except for the provisions remaining in force). In that case, any party (or its affiliates) shall not make a claim of any nature to the other party (or its affiliates) in accordance with this Agreement, unless such claim involves rights or liabilities generated before the termination or under the provisions remaining in force.
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Prerequisites for Delivery. 5.1 The delivery is subject to the condition that the following prerequisites are met or exempted: (1) This Agreement has become effect; (2) The representations and warranties made by Party A on the execution date of this Agreement remain true, correct and complete on the Delivery Date and there are no misleading and false representations and omissions in all material respects; (3) Party A has performed and abode by all agreements, obligations and conditions required by this Agreement that Party A should perform and abide by before the Delivery Date; (4) No event that has significant adverse impact on the status of the Subject of Transfer has occurred; (5) The Board of Directors and shareholders of Party A have approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations; (6) The Board of Directors and shareholders of Party B have approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations, and the Listed Company has approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations as well as listing rules; (7) All necessary government approval, permission or authorization has been obtained in connection with the transaction under this Agreement. 5.2 Both Parties shall make reasonable endeavor to meet all prerequisites mentioned above as soon as practicably possible before December 31, 2015. If not all prerequisites mentioned above have been realized on or before December 31, 2015, if practical, both Parties may consult with each other to postpone the realization date of such prerequisites in writing, or to exempt related prerequisites and deem all prerequisites are realized.
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Prerequisites for Delivery 
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Related to Prerequisites for Delivery

  • Project Delivery Contractor shall construct the Project in accordance with the Contract Documents, and Contractor shall deliver the Project completed in accordance with the Contract Documents, substantially free from defects, and within the Contract Time.

  • Project Delivery Order Procedures Status of TIPS Members as Related to This Agreement

  • Failure to Timely Deliver; Buy-In If the Company fails to fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of such Buyer or such Buyer’s designee with DTC for such number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Buyer or such Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by such Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company (a “Buy-In”), then the Company shall, within two (2) Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any, for the shares of Common Stock so purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

  • Dispatching 1. Dispatchers will schedule and assign drivers and vehicles in accordance with the trips scheduled for each day; 2. Dispatchers will assist drivers while they are in service to carry out the assigned trips on time by providing address assistance and telephoning passengers as needed. 3. Dispatchers will monitor the performance of scheduled trips, reassigning trips and/or adjusting the number of vehicles in service as needed to ensure on-time performance in the most efficient manner. 4. Dispatchers will provide continuous monitoring of assigned radio frequencies during all hours that vehicles are in service, answer and respond to telephone calls on the Ride Status line, and respond to calls from drivers and OoA staff.

  • PRODUCT DELIVERY Delivery must be made as ordered to the address specified on the Purchase Order and in accordance with the terms of the Contract or Contract Award Notice. Unless otherwise specified in the Bid Documents, delivery shall be made within thirty calendar days after receipt of a Purchase Order by the Contractor. The decision of the Commissioner as to compliance with delivery terms shall be final. The burden of proof for delay in receipt of Purchase Order shall rest with the Contractor. In all instances of a potential or actual delay in delivery, the Contractor shall immediately notify the Commissioner and the Authorized User, and confirm in writing the explanation of the delay, and take appropriate action to avoid any subsequent late deliveries. Any extension of time for delivery must be requested in writing by the Contractor and approved in writing by the Authorized User. Failure to meet such delivery time schedule may be grounds for cancellation of the order or, in the Commissioner’s discretion, the Contract.