BLENDEX AGREEMENTS Sample Clauses

BLENDEX AGREEMENTS. (a) At the Closing, GESC will assign the Blendex Agreements, and all its rights and obligations thereunder, to Crompton, and such assignment shall be valid and binding with respect to GEP. (i) Crompton acknowledges that the ESR Blendex Agreement contemplates adjusted transfer prices (the "ADJUSTED TRANSFER PRICES") for certain products to be supplied to the SC Business by GEP under such Agreement that, had such Adjusted Transfer Prices been in effect for such products during the SC Business's fiscal year 2002 ("YEAR 2002"), the SC Business would have incurred additional aggregate cost in Year 2002 of $5,000,000. As promptly as practicable after the date hereof, KPMG will perform agreed upon procedures (as agreed to by both parties, the "AGREED UPON PROCEDURES") in connection with the calculations to determine whether the Additional Aggregate Cost in Year 2002 (as defined in SCHEDULE 5.22(B)(I)) to the SC Business for such products based upon actual volumes sold by GESC to customers in Year 2002, as extrapolated by KPMG from the Unaudited SC Special Purpose Financial Statements, equals $5,000,000. If such calculations or the Agreed Upon Procedures related to such calculations indicate that the additional aggregate cost is greater or lesser than $5,000,000 by more than $100,000, then GEP shall adjust the Adjusted Transfer Prices set forth in the ESR Blendex Agreement to reduce or increase the 2002 Additional Aggregate Cost to $5,000,000 (the "ADJUSTED PRICES"). (ii) In addition, KPMG will perform the Agreed Upon Procedures in connection with the calculations to determine the aggregate impact of the Adjusted Prices on the SC Business's fiscal year 2003 ("YEAR 2003") using the GESC 2003 operating plan as reported to GE senior management in GE Specialty Materials's "Op-Plan" review. If the Aggregate Additional Cost for Year 2003 (as defined in SCHEDULE 5.22(B)(II)) as a result of the Adjusted Prices is greater than $5,250,000, the Adjusted Prices shall be reduced so that the 2003 Aggregate Additional Cost is no more than $5,250,000. 129 (iii) KPMG will also perform the Agreed Upon Procedures in connection with the "Formulation Ratio by Weight" percentages shown in Exhibit E of the ESR Blendex Agreement and attest to the accuracy of such percentages (+/-one (1) part by weight for each raw material based on a total product formulation of 100 parts by weight). If such percentages are inaccurate by more than one (1) part by weight as described in the preceding sent...
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Related to BLENDEX AGREEMENTS

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

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  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Specific Agreements 1. Investments made pursuant to a specific agreement concluded between one Contracting Party and investors of the other Party shall be covered by the provisions of this Agreement and by those of the specific agreement. 2. Each Contracting Party undertakes to ensure at all times that the commitments it has entered into vis-à-vis investors of the other Contracting Party shall be observed.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

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

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

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