Biodiesel Agreement Sample Clauses

Biodiesel Agreement. The Parties are aware that Bakelite Italia S.p.A. has entered into an agreement, dated April 28, 2004, regarding the sale of its Biodiesel business (the “Biodiesel Agreement”). The transaction contemplated by the Biodiesel Agreement has not been consummated on the date hereof. If such transaction is consummated prior to the Closing Date, (a) any payments to be made by the acquiror of the Biodiesel business shall be for the account and benefit of Sellers (except to the extent that such payments result in an adjustment of the Purchase Price pursuant to Section 2.1); (b) Sellers shall indemnify and hold harmless Purchaser from all monetary obligations under any covenants or undertakings to be performed prior to the Closing Date or any representations, warranties and indemnities or purchase price reductions claims under the Biodiesel Agreement, other than indemnity obligations arising out of any actions or omissions by any entity of the Bakelite Group or the Purchaser’s Group after the Closing Date; and (c) Sellers represent to Purchaser (stehen im Sinne eines verschuldensunabhängigen Einstandspflicht dafür ein) that the terms and conditions of the existing supply or services agreements between Bakelite Italia S.p.A. and the Biodiesel business or its owner are on arm’s length terms and, in particular, the consideration payable by or to Bakelite Italia S.p.A. thereunder has not been increased or decreased (as the case may be) in connection with the agreement on the purchase price received by Bakelite Italia S.p.A. for the Biodiesel business and shall, in the case of any inaccuracy of this representation, indemnify and hold harmless Purchaser accordingly (subject to any limitations set forth in Section 8). In the event that the transaction contemplated by the Biodiesel Agreement has not been consummated prior to the Closing Date, Sellers shall procure that the Biodiesel Agreement and all other agreements related thereto shall be terminated and Sellers shall indemnify Purchaser’s Group and Bakelite for any losses under such agreements.
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Related to Biodiesel Agreement

  • Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Interconnection Agreement Seller shall comply with the terms and conditions of the Interconnection Agreement.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Quality Agreement Concurrently with execution of this Agreement, the Parties will enter into an agreement that details the quality assurance obligations of each Party with respect to the Manufacture and supply of Supplied Products under this Agreement (the “Quality Agreement”). Each Party shall perform its obligations under the Quality Agreement in accordance with the terms and conditions thereof. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of the Quality Agreement shall govern.

  • Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • The Sales Agreement This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

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