Procedure for Deficient Items Clause Samples
The Procedure for Deficient Items clause outlines the steps to be taken when goods or services provided under a contract do not meet the agreed-upon standards or specifications. Typically, this clause details how the buyer should notify the seller of any deficiencies, the timeframe for such notification, and the seller’s obligations to repair, replace, or otherwise remedy the issue. By establishing a clear process for addressing non-conforming items, this clause helps ensure that problems are resolved efficiently and reduces the risk of disputes between the parties.
Procedure for Deficient Items. 8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.
8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).
8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser.
5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchas...
Procedure for Deficient Items. Continental shall examine the Certificates received by it as Subscription Agent to ascertain whether they appear to have been properly completed and executed. In the event Continental determines that any Certificate does not appear to have been properly completed or executed, or where the Certificates do not appear to be in proper form for Subscription, or any other irregularity in connection with the Subscription appears to exist, Continental shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Continental is not authorized to waive any irregularity in connection with the Subscription, unless Continental shall have received from the Company the Certificate which was delivered, duly dated and signed by an authorized officer of the Company, indicating that any irregularity in such Certificate has been cured or waived and that such Certificate has been accepted by the Company. If any such irregularity is neither corrected nor waived, Continental will return to the subscribing stockholder (at its option by either first class mail under a blanket surety bond or insurance protecting Continental and the Company from losses or liabilities arising out of the non-receipt or nondelivery of Certificates or by registered mail insured separately for the value of such Certificates) to such stockholder’s address as set forth in the Subscription any Certificates surrendered in connection therewith and any other documents received with such Certificates, and a letter of notice to be furnished by the Company explaining the reasons for the return of the Certificates and other documents.
Procedure for Deficient Items. 2.1 Agent shall examine the Letter of Transmittal and certificates for the Shares received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or where the certificates representing the Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article III, Section 2.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser provides written authorization to waive such deficiency, subject to applicable law and regulations.
2.2 If a Letter of Transmittal specifies that payment for the Shares is to be made to a person other than the person in whose name a surrendered certificate is registered, Agent will issue no Tender Consideration until such Letter of Transmittal has been properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer.
2.3 If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall: (a) convert the Shares represented by such certificate to a Book Entry position and (b) Send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.
Procedure for Deficient Items. ▇▇▇▇▇ Fargo shall examine the Rights Certificates received by it as Subscription Agent to ascertain whether they appear to have been properly completed and executed. In the event ▇▇▇▇▇ Fargo determines that any Rights Certificate does not appear to have been properly completed or executed, or where any Rights Certificate does not appear to be in proper form for Subscription, or any other irregularity in connection with the Subscription appears to exist, ▇▇▇▇▇ Fargo shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. ▇▇▇▇▇ Fargo is not authorized to waive any irregularity in connection with the Subscription, unless ▇▇▇▇▇ Fargo shall have received from the Company instructions given by an authorized officer of the Company, that any irregularity in such Rights Certificate has been cured or waived and that such Subscription has been accepted by the Company. If any such irregularity is neither corrected nor waived, ▇▇▇▇▇ Fargo will return to the subscribing rights holder (at its option by either first class mail under a blanket surety bond or insurance protecting ▇▇▇▇▇ Fargo and the Company from losses or liabilities arising out of the non-receipt or nondelivery of Rights Certificates or by registered mail insured separately for the value of such Rights Certificates) to such rights holder’s address as set forth in the Subscription any Rights Certificates surrendered in connection therewith and any other documents received with such Rights Certificates, and a letter of notice to be furnished by the Company explaining the reasons for the return of the Rights Certificates and other documents.
Procedure for Deficient Items. 8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.
8.2 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
Procedure for Deficient Items. Continental shall examine the Rights Certificates and Warrant Certificates received by it as Subscription and Warrant Agent to ascertain whether they appear to have been properly completed and executed. In the event Continental determines that any Rights Certificate or Warrant Certificate does not appear to have been properly completed or executed, or where any Rights Certificate or Warrant Certificate do not appear to be in proper form for Subscription or Exercise, or any other irregularity in connection with the Subscription or Exercise appears to exist, Continental shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Continental is not authorized to waive any irregularity in connection with any Subscription or Exercise, unless Continental shall have received from the Company the Rights Certificate or Warrant Certificate which was delivered and about which such irregularity is alleged, duly dated and signed by an authorized officer of the Company and indicating that any such irregularity in such Rights Certificate or Warrant Certificate has been cured or waived and that such Rights Certificate or Warrant Certificate has been accepted by the Company. If any such irregularity is neither corrected nor waived, Continental will return to the subscribing stockholder or to the Exercising Warrant holder (at its option by either first class mail under a blanket surety bond or insurance protecting Continental and the Company from losses or liabilities arising out of the non-receipt or non-delivery of Rights Certificates or Warrant Certificates or by registered mail insured separately for the value of such Rights Certificate or Warrant Certificate) to such holder’s address as set forth in any such Rights Certificate or Warrant Certificate surrendered in connection therewith and any other documents received with such Rights Certificate or Warrant Certificates, and a letter of notice to be furnished by the Company explaining the reasons for the return of the Rights Certificate or Warrant Certificates and other documents.
Procedure for Deficient Items. Agent shall examine the Conversion Notice received by it as exchange agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Conversion Notice. In the event Agent determines that any Conversion Notice does not appear to have been properly completed or executed, or any other deficiency in connection with the conversion appears to exist, Agent will consult with Client for instructions as to processing the irregular Conversion Notice. In the absence of such instructions, Agent is authorized not to take action based on such irregular Conversion Notice.
Procedure for Deficient Items. The Subscription Agent shall examine the subscription agreements and other documents received by it as Subscription Agent in connection with the Offering (each, a “Subscription Document”) to ascertain whether they appear to have been properly completed and executed. In the event the Subscription Agent determines that any Subscription Document does not appear to have been properly completed or executed, or where a Subscription Document does not appear to be in proper form for Subscription, or any other irregularity in connection with the Subscription appears to exist, the Subscription Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. The Subscription Agent is not authorized to waive any irregularity in connection with a Subscription, unless the Subscription Agent shall have received from the Company instructions, duly dated and signed by an authorized officer of the Company, indicating that any irregularity in such Subscription Document has been cured or waived and that such Subscription Document has been accepted by the Company. If any such irregularity is neither corrected nor waived, the Subscription Agent will return to the prospective investor or the broker, bank or other nominee submitting such Subscription, as the case may be, all the Subscription Documents received from such prospective investor or the broker, bank or other nominee submitting such Subscription, as the case may be, and a letter of notice to be furnished by the Company explaining the reasons for the return of the Subscription Documents.
Procedure for Deficient Items. You will examine the Letter of Transmittal received by you as Exchange and Paying Agent to ascertain whether they appear to you to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event you determine that any Letter of Transmittal does not appear to you to have been properly completed or executed, or any other deficiency in connection with the surrender appears to you to exist, you will follow, where possible, your regular procedures to attempt to cause such irregularity to be corrected. You are not authorized to waive any deficiency in connection with the surrender, unless the Company and Purchaser provided you with written authorization to waive the deficiency. If any such deficiency is neither corrected nor waived, you will return to the surrendering member, the related Letters of Transmittals and any other documents received with the Letter of Transmittal.