Collateral Deliverables Sample Clauses

Collateral Deliverables. (i) The Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent: (A)(1) searches of UCC filings in the jurisdiction of organization of each Loan Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens, and (2) tax lien and judgment searches; (B) searches of ownership of United States Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent in order to perfect the Collateral Agent’s security interest in the United States Intellectual Property; (C) UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s reasonable discretion, to perfect the Collateral Agent’s security interest in the Collateral; (D) subject to Section 5.15, stock or membership certificates, if any, evidencing Equity Interests pledged pursuant to the Security Agreement and undated stock or transfer powers duly executed in blank relating thereto; and (E) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Collateral Agent’s security interest in the Collateral.
Sample 1
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Collateral Deliverables. In connection with the pledge of any additional Collateral pursuant to clause (ii) above, the Loan Parties shall execute and/or deliver to the Lender, and, as applicable, file or record (or authorize the Lender to file or record), such agreements, certificates, instruments, legal opinions or other documents as the Lender or its counsel may reasonably request, including, without limitation, with respect to the grant of any Mortgages, a mortgage in substantially the form of Exhibit C attached hereto for any real property located in Wisconsin or a mortgage in substantially the form of Exhibit D attached hereto for any real property located in Minnesota, as the case may be, and each of the required deliverables set forth in Section 5.3 with respect to the applicable Mortgaged Properties, and, with respect to the pledge of Equipment, lien searches in such jurisdictions as Lender may require, a security agreement and UCC-1 financing statements, in all cases in form and substance satisfactory to the Lender. For the avoidance of uncertainty or doubt, it is expressly agreed and acknowledged that with the pledge of any additional Collateral pursuant to clause (ii) above consisting of Real Estate, the Loan Parties shall, at its sole cost and expense, provide Lender with
Sample 1
Collateral Deliverables. In connection with the pledge of any additional Collateral pursuant to clause (ii) above, the Loan Parties shall execute and/or deliver to the Lender, and, as applicable, file or record (or authorize the Lender to file or record), such agreements, certificates, instruments, legal opinions or other documents as the Lender or its counsel may reasonably request, including, without limitation, with respect to the grant of any Mortgages, a mortgage in substantially the form of Exhibit C attached hereto for any real property located in Wisconsin or a mortgage in substantially the form of Exhibit D attached hereto for any real property located in Minnesota, as the case may be, and each of the required deliverables set forth in Section 5.3 with respect to the applicable Mortgaged Properties, and, with respect to the pledge of Equipment, lien searches in such jurisdictions as Lender may require, a security agreement and UCC-1 financing statements, in all cases in form and substance satisfactory to the Lender. For the avoidance of uncertainty or doubt, it is expressly agreed and acknowledged that with the pledge of any additional Collateral pursuant to clause (ii) above consisting of Real Estate, the Loan Parties shall, at its sole cost and expense, provide Lender with (i) a mortgagee title insurance binder covering the additional Mortgages, in form and substance and with endorsements satisfactory to the Lender, containing no exceptions from coverage except such as are acceptable to the Lender; and (ii) ALTA/ACSM survey(s) in form acceptable to the Lender covering the additional Mortgaged Properties showing no encumbrances and exceptions that are not acceptable to Lender. All proceedings, and all documents, instruments and other matters in connection with the transactions contemplated by this Section 2.2(d), shall be reasonably satisfactory in form and substance to the Lender.
Sample 1

Related to Collateral Deliverables

  • SERVICE DELIVERABLES You will receive service on the Covered Product as described below: Carry-In: Unless otherwise provided in this Agreement, the Covered Product must be shipped or delivered and retrieved by You at Our authorized service center during normal business hours. In-Home/On-Site: Service will be performed in Your home or on-site as indicated on the Declarations Page of this Agreement, or on Your sales receipt or invoice provided You have fulfilled the following requirements: (1) provide Our authorized technician with accessibility to the Covered Product; (2) provide a non-threatening and safe environment for Our authorized technician; and (3) an adult over the age of 18 must be present for the period of time Our authorized technician is scheduled to provide service and while Our authorized technician is on Your property servicing the Covered Product. In-Home Service will be provided by Our authorized service provider during regular business hours, local time, Monday through Friday, except holidays. Our authorized service center may opt to remove the Covered Product to perform service in-shop. The Covered Product will be returned upon completion. Additional time and mileage charges for in-home repairs outside of twenty-five (25) contiguous land miles or the normal service radius of Our authorized service center are not covered by this Agreement, and are Your responsibility.

  • Other Deliverables For any Deliverable that is not a System Deliverable, the applicable Work Order will set forth the acceptance criteria and other testing required for District to evaluate and accept (or, where necessary, reject) such Deliverable; provided, however, that in no case will a Deliverable be accepted by District until District has provided Contractor with District’s written acceptance thereof.

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

  • Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives.

  • Transmission Delivery Service Implications Network Resource Interconnection Service allows Interconnection Customer's Large Generating Facility to be designated by any Network Customer under the Tariff on Transmission Provider's Transmission System as a Network Resource, up to the Large Generating Facility's full output, on the same basis as existing Network Resources interconnected to Transmission Provider's Transmission System, and to be studied as a Network Resource on the assumption that such a designation will occur. Although Network Resource Interconnection Service does not convey a reservation of transmission service, any Network Customer under the Tariff can utilize its network service under the Tariff to obtain delivery of energy from the interconnected Interconnection Customer's Large Generating Facility in the same manner as it accesses Network Resources. A Large Generating Facility receiving Network Resource Interconnection Service may also be used to provide Ancillary Services after technical studies and/or periodic analyses are performed with respect to the Large Generating Facility's ability to provide any applicable Ancillary Services, provided that such studies and analyses have been or would be required in connection with the provision of such Ancillary Services by any existing Network Resource. However, if an Interconnection Customer's Large Generating Facility has not been designated as a Network Resource by any load, it cannot be required to provide Ancillary Services except to the extent such requirements extend to all generating facilities that are similarly situated. The provision of Network Integration Transmission Service or firm Point-to-Point Transmission Service may require additional studies and the construction of additional upgrades. Because such studies and upgrades would be associated with a request for delivery service under the Tariff, cost responsibility for the studies and upgrades would be in accordance with FERC's policy for pricing transmission delivery services. Network Resource Interconnection Service does not necessarily provide Interconnection Customer with the capability to physically deliver the output of its Large Generating Facility to any particular load on Transmission Provider's Transmission System without incurring congestion costs. In the event of transmission constraints on Transmission Provider's Transmission System, Interconnection Customer's Large Generating Facility shall be subject to the applicable congestion management procedures in Transmission Provider's Transmission System in the same manner as Network Resources. There is no requirement either at the time of study or interconnection, or at any point in the future, that Interconnection Customer's Large Generating Facility be designated as a Network Resource by a Network Service Customer under the Tariff or that Interconnection Customer identify a specific buyer (or sink). To the extent a Network Customer does designate the Large Generating Facility as a Network Resource, it must do so pursuant to Transmission Provider's Tariff. Once an Interconnection Customer satisfies the requirements for obtaining Network Resource Interconnection Service, any future transmission service request for delivery from the Large Generating Facility within Transmission Provider's Transmission System of any amount of capacity and/or energy, up to the amount initially studied, will not require that any additional studies be performed or that any further upgrades associated with such Large Generating Facility be undertaken, regardless of whether or not such Large Generating Facility is ever designated by a Network Customer as a Network Resource and regardless of changes in ownership of the Large Generating Facility. However, the reduction or elimination of congestion or redispatch costs may require additional studies and the construction of additional upgrades. To the extent Interconnection Customer enters into an arrangement for long term transmission service for deliveries from the Large Generating Facility outside Transmission Provider's Transmission System, such request may require additional studies and upgrades in order for Transmission Provider to grant such request.

  • 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.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • No Transmission Delivery Service The execution of this Agreement does not constitute a request for, nor agreement to provide, any Transmission Service under the NYISO OATT, and does not convey any right to deliver electricity to any specific customer or Point of Delivery. If Developer wishes to obtain Transmission Service on the New York State Transmission System, then Developer must request such Transmission Service in accordance with the provisions of the NYISO OATT.

  • Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.

  • Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.

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