Delivery of Documentation Clause Samples

Delivery of Documentation. Contractor shall deliver to County or its designee, at County’s request, all documentation and data related to County, including, but not limited to, the County Data and client files, held by Contractor, and Contractor shall destroy all copies thereof not turned over to County, all at no charge to County. Notwithstanding the foregoing, Contractor may retain one (1) copy of the documentation and data, excluding County Data, for archival purposes or warranty support.

Delivery of Documentation. (a) Executed original counterparts of the Purchase Money Notes, the Purchase Money Notes Guaranty, the Reimbursement, Security and Guaranty Agreement and the Account Control Agreement (the “Debt Agreements”) have been delivered to the Paying Agent, and the Paying Agent acknowledges receipt thereof. The Company agrees to deliver to the Paying Agent each of the Debt Agreements that is executed and delivered by it, or executed by the Purchase Money Notes Guarantor or the Collateral Agent and delivered to it, subsequent to the date of this Agreement promptly upon execution and delivery and to deliver each instrument amending or modifying any agreement previously delivered to the Paying Agent. Copies of the Contribution Agreement and the LLC Operating Agreement (or portions thereof) as are necessary for the Paying Agent to be familiar with in order to perform its obligations hereunder have been delivered to the Paying Agent by the Company, and the Paying Agent acknowledges receipt thereof. An executed original counterpart of the Private Owner Account Control Agreement has been delivered to the Paying Agent, and the Paying Agent acknowledges receipt thereof. (b) The Paying Agent shall retain the Debt Agreements in its possession and custody at all times during the term hereof unless any one of the following events has occurred: (i) If the Paying Agent has resigned or has been removed in accordance with the provisions of Section 9.1, the Custodian shall deliver the Debt Agreements to the successor Paying Agent in accordance with Section 9.1. (ii) If the Paying Agent has received a Request for Release and Receipt of the Debt Agreements in the form attached hereto as Exhibit I from an Authorized Representative of the FDIC, the Paying Agent shall deliver the Debt Agreements to the FDIC in accordance with the instructions provided in such notice.

Delivery of Documentation. In the event of suspension or termination pursuant to this Article, Consultant shall secure for and deliver to NYSDOT all documentation relating to the contracts terminated thereby, including but not limited to any designs, plans or specifications, contract and subcontract documents, tapes or discs, or software.

Delivery of Documentation. Instruction letters and stock powers representing all of the Shares to be sold by such Selling Stockholders hereunder will be delivered to the Company’s transfer agent (along with any other necessary documentation, as required by such transfer agent, in each case) prior to the Closing Date or the Additional Closing Date, as the case may be, which ensures that upon the completion of the Exchange, such Shares are able to be transferred to the Underwriters pursuant to Section 2 hereof on the Closing Date or the Additional Closing Date, as the case may be.

Delivery of Documentation. Notwithstanding section 13.5 of this Agreement, and without limiting Contractor's obligations thereunder, Contractor shall deliver to Replacement Provider (and/or SDCERA, if Replacement Provider is other than SDCERA), all documentation and data necessary for Disentanglement.

Delivery of Documentation. Notwithstanding section 13.5 of this Agreement, and without limiting Contractor's obligations thereunder, Contractor shall deliver to Replacement Provider (and/or County, if Replacement Provider is other than County), all documentation and data necessary for Disentanglement.

Delivery of Documentation. The Company will deliver to Buyer the Company Disclosure Schedule, the draft Proxy Statement and the Fairness Opinion, and Buyer will deliver to the draft Registration Statement, within seven (7) days of the date of this Agreement. Prior to the Closing, if any event, condition, fact or circumstance that is required to be disclosed on the Company Disclosure Schedule prior to the Closing would require a change to the Company Disclosure Schedule if the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Buyer an update to the Company Disclosure Schedule specifying such change and shall use its best efforts to remedy same, as applicable.

Delivery of Documentation. Borrower, at its sole cost and ------------------------- expense, shall have delivered to Lender the following documents, duly executed by the appropriate party, in form and substance satisfactory to Lender: (i) the applicable Promissory Note executed by Borrower prior to disbursement of each respective Advance; (ii) the Security Agreement executed by Borrower on the date of this Agreement; (iii) the Hosting Agreement executed by Borrower, on the date of this Agreement; (iv) a certificate of Borrower's corporate secretary, to be dated as of the date of this Agreement, certifying as true and accurate and in full force and effect as of that date, copies of current resolutions of Borrower's Board of Directors authorizing (i) Borrower to enter into and perform this Agreement and to execute, deliver and honor and perform the other Documents, and (ii) the persons who have executed or will execute this Agreement, the Promissory Note and the other Documents to do so; (v) a certificate, as of the most recent date practical, of the secretary of state of Borrower's state of incorporation as to the good standing of Borrower; (vi) certificates issued in favor of Lender evidencing the insurance policies required by Lender in accordance with Section 8F hereof; (vii) UCC financing statements executed by Borrower, in form and substance satisfactory to Lender, evidencing Lender's security interest in the Collateral designated thereon to be filed in each jurisdiction in which Borrower is or may be doing business; (viii) officer's certificates executed by a Responsible Officer of Borrower, dated the purchase date for each purchase of each item of Collateral, certifying that on that date (i) Borrower has good title to all Collateral described in the Security Agreement, (ii) no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred, and is continuing, and (iii) the representations and warranties contained in the Documents are true and accurate on and as of that date; (ix) such other agreements, certificates or other documents as shall be deemed necessary or desirable, in the good faith opinion of Lender or its counsel, in order to fully and completely perfect, preserve or protect Lender's interests hereunder and Lender's security interest in the Collateral; (x) a valid and authorized Borrowing Notice containing a request for an Advance approved by Lender's designated representative.

Delivery of Documentation. Executed counterparts of each of the Finance Documents have been delivered to the Intercreditor Agent on, or prior to, the Upsize Closing Date and the Intercreditor Agent has acknowledged receipt thereof. Each of the Parties hereto agrees to deliver to the Intercreditor Agent executed counterparts of any Permitted Hedging Instrument or any Senior Debt Instrument relating to Replacement Debt, Working Capital Debt and of any instrument amending or modifying any agreement previously delivered to the Intercreditor Agent.