By Quantum Sample Clauses

By Quantum. Quantum shall indemnify, defend and hold harmless AMS and its directors, officers, employees and agents (the “AMS Parties”) from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that they may suffer as a result of any and all claims, demands, actions or other proceedings made or instituted by any Third Party against any of them and arising out of any property damage or personal injury, including death, to the extent caused by Quantum.
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By Quantum. On the Required Closing Date, Quantum shall deliver to Buyer the following documents: (i) The Xxxx of Sale in the form of attached Exhibit B-2, duly executed and acknowledged by Quantum; (ii) Such affidavits as Buyer and Escrow Holder shall reasonably require to determine that no tax withholding is required from the Purchase Price with respect to Quantum, including without limitation, a certificate of non-foreign status to confirm that Seller is not subject to withholding of any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986 or any comparable Colorado statute, duly executed by Quantum; (iii) The Assignment and Assumption of Lease, Intangible Property and Contracts in the form of attached Exhibit D, duly executed and acknowledged by Quantum, for recording in the Official Records; (iv) The Quantum Space Leases, executed and acknowledged by Quantum, together with memoranda thereof, suitable for recording in the Official Records; and (v) Evidence of the existence, organization and authority of Quantum and of the authority of the persons executing documents on behalf of Quantum reasonably satisfactory to the Title Insurer and Buyer; (vi) Mechanics lien and parties in possession affidavit and as to other customary title insurance matters, and if the Close of Escrow shall be conducted as a “New York” style closing, a gap indemnity, each in form and substance satisfactory to the Title Insurer, duly executed and acknowledged by Quantum; (vii) A certificate from an officer of Quantum certifying that all representations and warranties made herein by Quantum are true and correct in all material respects as of the Close of Escrow; (viii) A Closing Statement duly executed by Quantum; (ix) Original of the Existing Space Lease and all warranties, guaranties, indemnities, construction contracts, permits, licenses, certificates of use and occupancy, plans and specifications, keys, card readers and other books, files and records pertaining to the Property; (x) Any required transfer tax forms, duly executed and acknowledged by Quantum; (xi) A notice to Lockheed of the sale of the Property in form and substance reasonably satisfactory to the parties duly executed by Quantum; and (xii) Evidence that notice has been given to Lockheed and that Lockheed has accepted or declined (or is deemed to have declined) to accept the offer with respect to the leasing of the balance of Building C, in form and substance reasonably satisfactory to Bu...
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By Quantum. Quantum may at any time and upon e-mail notice to you immediately terminate this Agreement and your access to the Service, or suspend or restrict your access to the Service in whole or in part, if: (a) you breach this Agreement and do not cure such breach within five (5) business days of receiving e-mail notice of the breach from Quantum. (b) you breach Section 2 (License) or Section 3 (Ownership of the Service and Marks) of this Agreement; or (c) Quantum determines in its sole and exclusive judgment that terminating your access to the Service is advisable for security reasons, to protect Quantum from liability or for the continued normal and efficient operation of the Service.
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Related to By Quantum

  • Contract Quantity The Contract Quantity during each Contract Year is the amount set forth in the applicable Contract Year in Section D of the Cover Sheet (“Delivery Term Contract Quantity Schedule”), which amount is inclusive of outages.

  • QUANTITY BASIS OF CONTRACT – NO GUARANTEED QUANTITIES The contract established has no guarantee of any specific quantity and the State is obligated only to buy that quantity which is needed by its agencies.

  • ESTIMATED QUANTITIES 1.1 The quantities set forth in the line items and specification document are approximate and represent the estimated requirements for the contract period. 1.2 Items listed may or may not be an inclusive requirements for this category. 1.3 Category items not listed, but distributed by bidder are to be referred to as kindred items. Kindred items shall receive the same percentage of discount or pricing structure as items listed in the specification document. 1.4 The unit prices and the extended total prices shall be used as a basis for the evaluation of bids. The actual quantity of materials necessary may be more or less than the estimates listed in the specification document, but the City/County shall be neither obligated nor limited to any specified amount. If possible, the Owners will restrict increases/decreases to 20% of the estimated quantities listed in the specification document.

  • Production Royalty When Lessee commences production of ores, minerals or materials from the premises, Lessee shall pay to Lessor a production royalty of 3% of the Net Smelter Returns (NSR) received by Lessee from the sale of said ores, minerals or materials, from the Premises. Lessor may buy out the Lessee’s Production Royalty at a rate of One Million Dollars ($1,000,000.00) per Royalty percentage, with the Lessee retaining One Percent (1%). (1) If Lessee sells refined gold or silver, Lessee will be deemed to have received proceeds from the sale thereof equal to the number of ounces of refined gold or silver outturned to Lessee's account during the calendar quarter multiplied in the case of gold by the average daily London Bullion Brokers P .M Gold Fixing during such calendar quarter and in the case of silver by the average of the daily Engelhard industrial bullion price for silver during the calendar quarter. The average price for a calendar quarter shall be determined by dividing the sum of all daily prices posted during the calendar quarter by the number of days that prices were posted. The posted price shall be obtained from the Wall Street Journal, Reuters, E&MJ or other industry-accepted source. If a posted price referenced above becomes no longer available, Lessee shall, acting reasonably, select an alternative posted price that closely approximates such original posted price. Lessee shall have the right to market and sell to third parties refined gold and silver in any manner it chooses, including the sale of such refined gold and silver on the commodity market. In this regard, Lessor shall have no right to participate in any gains and/or profits or obligation to suffer any losses accruing to Lessee as a result of forward sales, options trading, commodities futures trading or similar transactions. (2) Charges to be deducted from proceeds in determining Net Smelter Returns (a) all costs, charges and expenses paid or incurred by Lessee for treatment in the smelting and refining processes (including handling, processing, interest and provisional settlement fees, sampling, assaying and representation costs, penalties and other processor deductions);

  • ESTIMATED / SPECIFIC QUANTITY CONTRACTS Estimated quantity contracts, also referred to as indefinite delivery / indefinite quantity contracts, are expressly agreed and understood to be made for only the quantities, if any, actually ordered during the Contract term. No guarantee of any quantity is implied or given. With respect to any specific quantity stated in the contract, the Commissioner reserves the right after award to order up to 20% more or less (rounded to the next highest whole number) than the specific quantities called for in the Contract. Notwithstanding the foregoing, the Commissioner may purchase greater or lesser percentages of Contract quantities should the Commissioner and Contractor so agree. Such agreement may include an equitable price adjustment.

  • Delivery Point The delivery point is the point of delivery of the Power Product to the CAISO Controlled Grid (the “Delivery Point”). Seller shall provide and convey to Buyer the Power Product from the Generating Facility at the Delivery Point. Title to and risk of loss related to the Power Product transfer from Seller to Buyer at the Delivery Point.

  • MINIMUM ORDER QUANTITY The State makes no commitment to purchase any minimum or maximum quantity, or dollar volume of products from the selected suppliers. Utilization of this agreement will be on an as needed basis by State Agencies and/or Cooperative Participants, Cities, Counties, Schools K-12, Colleges and Universities. The State will award to multiple suppliers; however, the State reserves the right to purchase like and similar products from other suppliers as necessary to meet operational requirements.

  • PRODUCER Subject to the terms of this Agreement, including Section 18.8, Producer shall release, indemnify, defend, and hold harmless Processor and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Producer and (ii) any breach of this agreement by Producer.

  • No Quantity Guarantees The System Agency makes no guarantee of volume or usage of work under this Grant Agreement. All work requested may be on an irregular and as needed basis throughout the Grant Agreement term.

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

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