Air Products Licensed Engineering and Process Standards and Policies Sample Clauses

Air Products Licensed Engineering and Process Standards and Policies. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, Air Products hereby grants Versum a non-exclusive, royalty-free, fully paid-up, license to Air Products’ Engineering Standards set out in Schedule B and Air Products’ EHS Standards set out in Schedule C, for VERSUM’s internal use only, for the purpose of starting new or sustaining continuing operations until which time VERSUM adopts its own standards, but in no case for a period of time exceeding 12 months from the Effective Date of this Agreement. As part of the process of adopting such a standard or policy, Versum shall (i) remove, strike over, or otherwise obliterate any and all reference to Air Products and its Affiliates and (ii) delete any material or provisions not applicable to the Versum Assets from the applicable Air Products Licensed Engineering and Process Standards and Policies used in creating such adopted standard or policy and shall cease to make any use of any reference to Air Products or its Affiliates in connection therewith. Notwithstanding anything to the contrary herein, such license under this Section 2.1(b) shall be further limited to only practicing such Air Products Licensed Engineering and Process Standards and Policies at any location where Versum Assets, including future Versum Assets, are situated and only to the extent necessary to build, maintain and operate the Versum Assets.
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Air Products Licensed Engineering and Process Standards and Policies. Notwithstanding any other provision of this Agreement, the Air Products Licensed Engineering and Process Standards and Policies licensed hereunder shall (a) not be disclosed or provided by Versum to any Person or Affiliate other than those Persons or Affiliates (and in the case of those Standards labelled “internal use only” in the Schedules, only to Affiliates) that have a reasonable need to access such information for purposes of conducting the Versum Business (subject to the terms hereof) and are under an obligation to maintain the confidentiality thereof, (b) not include any other Know-How (including any standards, tools, and documents) referenced but not specifically and fully disclosed, explicated, and set forth therein, (c) be implemented and used by Versum and its Affiliates subject to their own training with respect thereto (and Air Products shall have no obligation with respect to any such training), and (d) be destroyed by Versum, or any of its Affiliates, in relevant part, upon Versum or any of its Affiliates determining that the same has become obsolete or superseded by any other standard, protocol, policy, or process (or following a Change of Control as provided in Section 7.2). The Parties acknowledge that from time to time applicable Law may conflict with and supersede aspects of Air Products Licensed Engineering and Process Standards and Policies.
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Air Products Licensed Engineering and Process Standards and Policies. Notwithstanding any other provision of this Agreement, the Air Products Licensed Engineering and Process Standards and Policies licensed hereunder shall (a) not be disclosed or provided by Versum to any Person other than its Affiliates that have a reasonable need to access such information for purposes of conducting the Versum Business (subject to the terms hereof) and are under an obligation to maintain the confidentiality thereof, (b) not include any other Know-How (including any standards, tools, and documents) referenced but not specifically and fully disclosed, explicated, and set forth therein, (c) be implemented and used by Versum and its Affiliates subject to their own training with respect thereto (and Air Products shall have no obligation with respect to any such training), and (d) be destroyed by Versum, or any of its Affiliates, in relevant part, upon Versum or any of its Affiliates determining that the same has become obsolete or superseded by any other standard, protocol, policy, or process (or following a Change of Control as provided in Section 7.2). The Parties acknowledge that from time to time applicable Law may conflict with and supersede aspects of Air Products Licensed Engineering and Process Standards and Policies.
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Related to Air Products Licensed Engineering and Process Standards and Policies

  • Manufacturing and Supply Genentech shall be responsible for manufacturing and supplying Licensed Products for clinical use and commercial sale in the Genentech Field.

  • Quality Standards Each Party agrees that the nature and quality of its products and services supplied in connection with the other Party's Marks will conform to quality standards set by the other Party. Each Party agrees to supply the other Party, upon request, with a reasonable number of samples of any Materials publicly disseminated by such Party which utilize the other Party's Marks. Each Party will comply with all applicable laws, regulations, and customs and obtain any required government approvals pertaining to use of the other Party's marks.

  • Quality Service Standards/NAV Errors Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to the Services hereunder. In the event Price Associates is the party responsible for causing an error in the computation of the net asset value for a Fund or share class of a Fund (“NAV Error”), the actions that are required to be taken as to such NAV Error shall be made in accordance with the Fund’s Net Asset Value Error Correction Policy and Procedures (“NAV Error Policy”) attached hereto as Schedule II.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Clinical Data and Regulatory Compliance The preclinical tests and clinical trials conducted by the Company, and to the knowledge of the Company, the preclinical tests and clinical trials conducted on behalf of or sponsored by the Company, that are described in, or the results of which are referred to in, the Registration Statement, the Time of Sale Prospectus or the Prospectus were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures and all applicable laws and regulations, including, without limitation, 21 C.F.R. Parts 50, 54, 56, 58, and 312; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement, the Time of Sale Prospectuses or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such Permits as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”) for the operation of the Company’s business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; neither the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement, the Time of Sale Prospectus or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules and regulations of the Regulatory Agencies except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Quality Agreement Each Party will comply with the terms of the Quality Agreement in the performance of its obligations hereunder including record retention, audits and inspections, change control, adverse events and product recall. The Parties will conduct periodic Product quality reviews in accordance with the terms of the Quality Agreement.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Technical Specifications Each Bloom System is an integrated system comprised of a fuel cell stack assembly and associated balance of plant components that converts a fuel into electricity using electrochemical means that (i) has a Nameplate Capacity of at least 0.5 kilowatts of electricity using an electrochemical process and (ii) has an electricity-only generation efficiency greater than thirty percent (30%).

  • Quality Service Standards Price Services and the Fund may from time to time agree to certain quality service standards, as well as incentives and penalties with respect to Price Services’ Services hereunder.

  • Quality Specifications SANMINA-SCI shall comply with the quality specifications set forth in its Quality Manual, incorporated by reference herein, a copy of which is available from SANMINA-SCI upon request.

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