Background and Agreement Clause Samples
The 'Background and Agreement' clause serves to introduce the contract by outlining the context and mutual understanding between the parties entering into the agreement. It typically summarizes the purpose of the contract, identifies the parties involved, and may reference relevant prior discussions or intentions that led to the agreement. By clearly stating the foundational facts and intentions, this clause ensures that both parties have a shared understanding of the contract’s objectives and scope, thereby reducing the risk of future misunderstandings.
Background and Agreement. Pursuant to the LSA, NSTAR (West) will wheel the 4.6 MW of Berkshire Wind’s Phase 2 power over its non-Pool Transmission Facilities (“non-PTF”) on a continuous, firm and non-firm basis whenever Berkshire is able to sell that capacity and energy to its owners and/or otherwise in the New England market, and Berkshire has a continuous firm obligation to supply the output of its plant whenever called upon to do so by ISO and/or its other customers. Berkshire has no electrical connection to the ISO market except through NSTAR (West)’s investment in non-PTF facilities and Berkshire relies on NSTAR (West) non-PTF investment without which its sale of capacity and related energy into the New England market could not be made. NSTAR (West) plans and operates its system to meet Berkshire’s 4.6 MW need on a 24- hour basis. Specifically, the Berkshire Wind plant interconnects with NSTAR (West)’s 24 kV distribution system at ▇▇▇▇▇▇ Mountain (Massachusetts), which is a part of ISO’s “Administered Transmission System.”12 Berkshire Wind’s ouput is then transmitted approximately eight miles over NSTAR (West)’s 24 kV distribution Line #15E4 which extends from ▇▇▇▇▇▇ Mountain to NSTAR (West)’s ▇▇▇▇▇▇▇▇▇ Substation located in Pittsfield, Massachusetts where the Berkshire Wind output is stepped up from 24 kV to 115 kV. The power is then transported an additional distance (approximately three hundred feet) over a non-PTF 115 kV Tap Line #F132 that connects to the PTF. The Point of Receipt is the connection between Line #15E4 and the non- PTF Tap Line #F132 at the ▇▇▇▇▇▇▇▇▇ Substation. The Point of Delivery is the interconnection between Tap Line #F132 and the PTF system from which power can flow throughout New England. This wheeling-out service over the ▇▇▇▇▇▇▇▇▇ 115 kV Tap Line #F132 is provided on non-PTF and is subject to Schedule 21 wheeling charges. 11 ISO, WMECO, and Berkshire entered into a three-party Standard Small Generator Interconnection Agreement (“SGIA”) in 2014 for the entire Berkshire Wind facility, including proposed additional wind turbine generators at the existing wind farm site to be completed at a future date. See Letter Order dated September 2, 2014, accepting the non-conforming SGIA in Docket No. ER14-2400-000 (“SGIA Proceeding”). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Bose December 12, 2019 As was the case for the Phase 1 LSA, the agreed-upon rates, which are contained in the instant LSA, are compromise black box discounts below the filed rate that would otherwise apply.1...
Background and Agreement. Agreement dated as of the date hereof (the “Agreement”) has been executed between CPI and Neos Therapeutics, Inc., an Affiliate of NEOS, for:
Background and Agreement. Under the terms of an August 2, 1990 letter agreement (“Agreement”) accepted by the Commission,4 PSNH provided standby or “backup” transmission service to VEC at a mutually agreed upon rate. The parties anticipated that, at some point in the future, ▇▇▇’s system also would be capable of providing standby assistance to PSNH. Thus, the Agreement also required that, at such time when VEC could provide essentially the same support services to PSNH, the parties would enter into an interconnection agreement.5 In such circumstance, the Agreement requires that “neither Citizens nor PSNH will bill each other for providing backup services.”6 The parties to the Agreement have now ascertained that ▇▇▇’s system is capable of supplying backup assistance to PSNH under certain conditions. To implement the Agreement, the Filing Parties and Eversource determined that an interconnection agreement is no longer the appropriate form of arrangement to provide this service, but non-firm point to point transmission service under Schedule 21 would provide the negotiated mutual backup assistance. ▇▇▇ has entered into the LSA with PSNH and the ISO reflecting no charge for back-up service. See LSA, Part III.4.j. Additionally, PSNH will concurrently file a Local Service Agreement among the same parties with mutual terms.
Background and Agreement. A Supply Agreement dated as of the date hereof (the “Agreement”) has been executed between CPI and Neos Therapeutics, Inc., an Affiliate of NEOS, for:
(1) hydrocodone polistirex drug resin complex and (2) chlorpheniramine polistirex drug resin complex (collectively, “Drug Resin Complex” or “DRC”). The Parties desire to identify the quality standards agreed to by the Parties and to allocate the responsibility for procedures impacting the identity, strength, quality, purity and compliance to the Specifications for the Drug Resin Complex under the Agreement. The Parties agree that this Quality Agreement (this “QAA”) is governed by the Agreement, as the Agreement may be amended or amended and restated, from time to time, in accordance with its terms. Each Party agrees that its activities under this QAA will be conducted in accordance with applicable Laws and such Party’s SOPs. The Parties acknowledge and agree that certain of CPI’s confidential and proprietary information regarding the manufacture of DRC is contained within the CMC Section of the ANDA Filing (“CPI RC Confidential Information”) to which NEOS shall not have access. The Parties have further agreed, pursuant to Section 9.2 of the Agreement, that CPI will file a DMF for DRC and NEOS will file a Supplemental Application with respect to the ANDA Filing. As required by Section 9.1 of the Agreement, Neos has retained a mutually agreeable Regulatory Consultant to perform certain of the obligations set forth in the Agreement and in this QAA. Any replacement Regulatory Consultant shall execute a confidentially agreement in a form acceptable to CPI. Without limitation to any provision in the Agreement or in this QAA, until such time as both the DMF and the Supplemental Application are approved by the FDA, as described in the Agreement (together referred to herein as, the “DMF Approval”), (a) only the Regulatory Consultant shall have access to any of CPI’s RC Confidential Information, in whatever form and (b) Neos shall not access, possess, transfer or use any of CPI’s RC Confidential Information at any time, whatsoever.
Background and Agreement. 1.1. LIVEWIRE HR has expertise in human resources, health and safety services.
1.2. On the terms of this Agreement, CUSTOMER has agreed to appoint LIVEWIRE HR to provide, and CUSTOMER has agreed to accept from LIVEWIRE HR, the Services.
1.3. The Agreement comprises Section A (Background, Agreement and Key Terms) and Section B (General Terms).
Background and Agreement. Reseller desires to purchase Internal Use Subscriptions from FedResults, Inc. (“Distributor”) for resale to Customer. Reseller acknowledges that Datadog reserves the right under its agreement with Distributor to accept or reject any reseller and/or end customer proposed by Distributor, and that Datadog’s acceptance of Reseller and Customer is conditioned on, among other things, Reseller’s successful completion of Datadog’s standard due diligence process and acceptance of these Flow-Down Terms. These Flow-Down Terms become binding and effective on Reseller when Reseller enters into the Sub-Resale Order with Distributor.
Background and Agreement. Under the terms of an August 2, 1990 letter agreement (“Agreement”) accepted by the Commission,6 PSNH provided standby or “backup” transmission service to VEC at a mutually agreed upon rate. The parties anticipated that, at some point in the future, ▇▇▇’s system also would be capable of providing standby assistance to PSNH. Thus, the Agreement also required that, at such time when VEC (formerly Citizens Utilities Company) could provide essentially the same support services to PSNH, the parties would enter into an interconnection agreement.7 In such circumstance, the Agreement requires that “neither Citizens nor PSNH will bill each other for providing backup services.”8 6 PSNH FERC Electric Rate Schedule No. 178, FERC Docket No. ER94-662-000 (Letter order Nov. 14, 1994). 7 See id. at Section 5 (“Once Citizens has completed the construction of three-phase service to support its interconnections with PSNH and can demonstrate to PSNH’s satisfaction that it can provide essentially the same support services to PSNH as PSNH can provide to Citizens, within 120 days Citizens and PSNH shall enter into an interconnection agreement.”). 8 Id. (“Thereafter, for the term of the interconnection agreement, neither Citizens nor PSNH will bill each other for providing backup service.”) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. Bose January 30, 2018 The parties have now ascertained that ▇▇▇’s system is capable of supplying backup assistance to PSNH under certain conditions. To implement the Agreement, the Filing Parties and VEC determined that an interconnection agreement is no longer the appropriate form of arrangement to provide this service, but non-firm point to point transmission service under Schedule 21 would provide the negotiated mutual backup assistance. PSNH has entered into the LSA with VEC and the ISO reflecting no charge for back-up service. See LSA, Part III.4.j. Additionally, VEC will file a Local Service Agreement among the same parties with mutual terms. Eversource commits to publish the discounted rates for this service at the agreed upon delivery points on its OASIS.
Background and Agreement. The Parties desire to provide for the funding of the Company and in furtherance thereof hereby agree as follows:
Background and Agreement