Beginning on the Effective Date each Fund shall pay Supplier for Services provided under this Agreement as may be agreed upon in writing from time to time by the Parties (such agreement, the “Fee Schedule”). Upon the termination of this Agreement (or termination of its coverage with respect to a Fund) before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement (or termination of its coverage with respect to a Fund). Further, each Fund agrees to reimburse Supplier for such other expenses reasonably incurred in connection with this Agreement as may be mutually agreed upon in writing by the Parties from time to time.
Beginning on the Effective Date. Section 5.B of the Agreement is hereby deleted and replaced with the following: “Initial Term. This Agreement and its initial term shall be deemed to have commenced on July 1, 2008 (the “Effective Date”) and continue for ten (10) years ending on June 30, 2018, subject to earlier termination or non-renewal as set forth in Sections 5.C and 5.D below.”
Beginning on the Effective Date both Parties shall be obligated to withhold sharing any proprietary information of each Party or of any details related to the Joint Venture (“Confidential Information”). Such Confidential Information shall include, but not be limited to, documents, plans, data, reports, concepts, strategies, finances, specifications, customer lists, pricing, sales, charts, profiles, goals, and any other related business activity.
Beginning on the Effective Date. Licensee shall, at its sole cost and expense, procure and maintain comprehensive general liability insurance in amounts not less than $2,000,000 per incident and $5,000,000 annual aggregate and naming ILEX as additional insureds. Such comprehensive, general liability insurance shall provide: (i) product liability coverage and (ii) broad form contractual liability coverage for Licensee's indemnification of ILEX under Section 9.1 of this Agreement. ILEX shall at all times procure and maintain comprehensive general liability insurance in amounts not less than $2,000,000 per incident and $5,000,000 annual aggregate and naming Licensee as an additional insureds. Such comprehensive, general liability insurance shall provide: (i) product liability coverage and (ii) broad form contractual liability coverage for ILEX's indemnification of Licensee under Section 9.1 of this Agreement.
Beginning on the Effective Date of this Agreement, NAVITAIRE agrees to work with Customer, using commercially reasonable efforts, to plan, coordinate, and to make progress toward completion of the required Implementation Services within the time frame preceding the Target Date. NAVITAIRE further agrees to initiate, mutually with the Customer, project-scope-analysis and project-planning communication to establish the final schedule for Implementation Services. Depending on requirements for the loading of data included in the four XML Input files outlined as Interface Files in Section 7 below, into the Hosted Revenue Accounting Services and conversion, the project timeline and Target Date for Implementation Services of Hosted Revenue Accounting Services will be determined as part of the implementation project plan. During the course of planning discussions related to this Agreement, NAVITAIRE acknowledges the Target Date as requested by the Customer for completion of applicable portions of Implementation Services. The Target Date for completion of implementation Services is no later than four (4) weeks after the first date that passengers are checked in at the airport using the Host Reservation Services. NAVITAIRE and Customer will detail dependencies of the project plan, in order to confirm the Target Date achievability.
Beginning on the Effective Date but except to the extent otherwise provided in the Transition Services Agreement and/or the Supply Agreement, Guilford shall mark clearly all units of the Product Manufactured, pxxxxged or distributed by Guilford to indicate Guilford's ownership of the Product and will not use the words, names or combined letters "Merck", "Merck & Co., Inc.", "MMD", "Merck Manufacturing Division", "Merck Sharp & Dohme", "MSD," or any variation thereof or other word, name or letter combination substantially similar thereto, or any other trade name, trademark or trade dress substantially similar to that used by Merck in connection with the Product or otherwise, or as part of the name of Guilford or any Affiliate of Guilford, after the Effective Date. Except to the extent otherwise provided in the Supply Agreement, Guilford shall not give the impression to the public, to physicians or to the pharmaceutical marketplace that the Product is a product of Merck or in any way connected with Merck (except in a public announcement permitted under Section 10.9 or in accordance with Section 2.25). Notwithstanding the foregoing or any other provision of this Agreement or any of the other Transaction Documents to the contrary, Merck hereby grants to Guilford a non-exclusive, non-revocable, royalty free license, (i) which shall be in effect only during the Transition Period and thereafter only so long as necessary for Guilford to sell and distribute any MSD Ireland Image Product (as defined in the Supply Agreement) that is purchased by Guilford but not sold prior to the end of the Transition Period, in and to any and all Marks EXECUTION COPY *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. owned by Merck and used on or with the Product in the Territory, to the extent reasonably necessary to permit Guilford to market, promote, sell and distribute the MSD Ireland Image Product in accordance with the Transition Services Agreement and (ii) which shall be in effect indefinitely, for historical reference as necessary to identify Guilford as Merck's successor with respect to the Product in the Territory.
Beginning on the Effective Date this Warrant shall immediately become exercisable for that number of shares of Common Stock issuable upon exercise of this Warrant (subject to adjustment under Section 3.3) and this Warrant shall remain exercisable for such number of shares (subject to adjustment under Section 3.3) until the Termination Date.
Beginning on the Effective Date. Kahiki shall be obligated to purchase and Townsends shall deliver fill orders for Product from Kahiki in a minimum amount of not less than 20,000 pounds per week (the "Minimum Weekly Amount") nor more than 40,000 pounds per week (the "Maximum Weekly Amount") of Product for an average of 30,000 pounds per week, tested immediately following each calendar quarter. It is the intent of the parties to develop a reasonably stable and routine order amount among each of the Products. Townsends may obtain the Product from Townsends' own internal supply or from a third party so long as such Product meets agreed upon Product specifications. Failure by Kahiki to purchase and accept delivery of the Minimum Weekly Amount shall be a material default under this Agreement.
Beginning on the Effective Date of this Agreement and on the 15th day of each month, thereafter, Seller shall provide VMSC with a six (6) month rolling good faith forecast (the “Forecast”) of its anticipated production and delivery schedule (the “Delivery Schedule”) for each of the Products. Within ten days following its receipt of the Forecast, VMSC shall have the right to object to the quantity of Products in the Delivery Schedule if such quantity exceeds the quantity of Products to be delivered pursuant to Section 3 of this Agreement. If VMSC fails to provide notice of its objection within the required time period, VMSC shall be deemed to have accepted the Delivery Schedule. If VMSC objects to the Delivery Schedule or should a change be required in the Forecast or the Delivery Schedule, VMSC and Mission will work together to reach an agreement.
Beginning on the Effective Date the Employee shall be paid a base salary (the "Salary") of $_________ monthly.
