Agreement to Purchase and Sell Products Sample Clauses

Agreement to Purchase and Sell Products. (a) During the Term, Supplier hereby agrees to manufacture and sell to Buyer, and Buyer hereby agrees to purchase and accept from Supplier, such amounts of Products, as from time to time shall be ordered by Buyer. (b) All Products to be sold to Buyer pursuant to this Agreement shall be manufactured by Supplier or an Affiliate of Supplier; provided, however, that Supplier may subcontract the manufacture of any Product to a manufacturer that is not an Affiliate of Supplier with Buyer’s prior written consent, which consent shall not be unreasonably withheld, provided that any such subcontracting shall not relieve Supplier of its obligations hereunder.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Agreement to Purchase and Sell Products. (a) During the Term, Manufacturer hereby agrees to manufacture and supply on behalf of Buyer, and Buyer hereby agrees to purchase and accept from Manufacturer, such amounts of Products, as from time to time shall be ordered by Buyer. (b) All Products to be sold to Buyer pursuant to this Agreement shall be manufactured by Manufacturer or an Affiliate of Manufacturer.
Sample 1Sample 2Sample 3
Agreement to Purchase and Sell Products. (a) During the Term, Supplier hereby agrees to manufacture and sell to Buyer, and Buyer hereby agrees to purchase and accept from Supplier, the Products in such quantities, within such delivery deadlines and on such other terms as reasonably necessary to enable Buyer to fill orders submitted by Vishay Precision Foil GmbH (“VPG GmbH”) for finished RCK foil products under the Manufacturing Agreement dated as of even date herewith between Buyer and VPG GmbH, as may be amended or supplemented from time to time (the “Manufacturing Agreement”). Notwithstanding the foregoing, and in the event that Buyer reasonably believes that Supplier’s manufacturing and delivery schedule will cause Buyer to breach its obligations under the Manufacturing Agreement, the parties agree to cooperate in good faith to avoid a breach of either this Agreement or the Manufacturing Agreement. (b) All Products to be sold to Buyer pursuant to this Agreement shall be manufactured by Supplier or an Affiliate of Supplier; provided, however, that Supplier may subcontract the manufacture of any Product to a manufacturer that is not an Affiliate of Supplier with Buyer’s prior written consent, which consent shall not be unreasonably withheld, provided that any such subcontracting shall not relieve Supplier of its obligations hereunder.
Sample 1Sample 2Sample 3
Agreement to Purchase and Sell Products. (a) During the Term, and subject to the terms and conditions of this Agreement, Seller shall manufacture and sell to Buyer, and Buyer shall purchase from Seller, all of Buyer's requirements for the Product. Buyer shall not itself manufacture the Product or otherwise obtain it from any third party, except as provided herein. If and to the extent (but only to the extent) that (i) Seller is unable or has indicated that it does not have the capacity during any specified period to manufacture and deliver the Product in the amount reflected under any Firm Order, or (ii) Seller shall have terminated this Agreement pursuant to Section 8.3, Buyer shall be permitted to purchase only those quantities of the Product that Seller is unable to manufacture from Persons other than Seller (a "Substitute Manufacturer"), or itself to manufacture such quantities of the Product; provided, however, that in no event shall such Substitute Manufacturer be any Person who is primarily engaged in the business of researching and developing or manufacturing intranasally delivered products. Seller shall use its commercially reasonable efforts to assist and cooperate with Buyer in qualifying the Substitute Manufacturer as a manufacturer of the Product, subject to any agreements as are customarily agreed to between similarly situated parties, including such Substitute Manufacturer's agreement to the benefit of Seller to maintain the confidentiality of any information received by it in connection with the manufacture of the Product and the fulfillment of its obligations as contemplated hereunder and to use such information solely for the purposes of manufacturing the Product and otherwise fulfilling its obligations as contemplated hereunder. (b) The Product to be sold to Buyer pursuant to this Agreement shall be manufactured by Seller or an Affiliate of Seller in a cGMP compliant facility licensed by the FDA for manufacturing the Product and under the requirements included in the NDA. Seller may subcontract the manufacture of the Product or the manufacture of any component of the Product to a manufacturer that is not an Affiliate of Seller with Buyer's prior written consent, which consent shall not be unreasonably withheld. Seller shall remain responsible for the performance of all subcontractors, to the extent permitted hereunder, with the terms and conditions of this Agreement.
Sample 1
Agreement to Purchase and Sell Products. The Seller shall sell, and the Buyer shall buy, the Products on the terms and conditions set out in the Agreement.
Sample 1
Agreement to Purchase and Sell Products 
Sample 1Sample 2Sample 3See All (6)

Related to Agreement to Purchase and Sell Products

  • Agreement to Purchase The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $163,077,243. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties. 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See xxx.XxxxxxXxxxxxxxxxxxxx.xxx/xxx for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!