Conclusion of Service, Toll Manufacturing, Lease and IT Agreements Sample Clauses

Conclusion of Service, Toll Manufacturing, Lease and IT Agreements. Seller and the Selling Subsidiaries shall on the Closing Date conclude with the Purchaser, the Purchasing Subsidiaries and the Companies the service, toll manufacturing, and lease agreements substantially in the form and with the terms as set forth in Schedule 8.3.2a. Purchaser and Seller shall enter into a service agreement related to IT substantially based on the terms as set forth in Schedule 8.3.2aa. If it should become foreseeable that the target date of January 1, 2003, for the implementation of the project as described in Schedule 8.3.2aa will not be achieved, or if the Closing takes place prior to that target date, the Parties will agree in good faith on an interim solution that allows the continuation of the Business. Purchaser is aware that the Purchasing Subsidiary which takes over the facilities at the Höchst site will have to enter into a long-term lease agreement for the land used by the Business at the Höchst site as set forth in Schedule 8.3.2b substantially at the same terms as in effect for the Business immediately before the Closing Date and must contract with InfraServ GmbH & Co. Höchst KG at least for the mandatory site services listed in Schedule 8.3.2c. Purchaser is aware that the Purchasing Subsidiary that takes over the facility at the Tarragona site will have to enter into a long-term lease agreement for the land it uses on the Tarragona Site for the production of conventional emulsions as set forth in Schedule 8.3.2d substantially at the same terms as in effect for the Business immediately before the Closing Date and must contract with Clariant Iberica S.A. at least for the mandatory site services listed in Schedule 8.3.2e. The Seller represents and warrants (except regarding XxxxxXxxx XxxX & Xx. Xxxxxx XX) that these agreements will be offered on or immediately after the Closing Date at substantially the same terms as applicable prior to the Closing Dates, and indemnify Purchaser, the Purchasing Subsidiaries or the Companies against any negative impact (cost or otherwise), if and to the extent such unchanged terms are not offered to Purchaser, the Purchasing Subsidiaries or the Companies.
Sample 1
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Related to Conclusion of Service, Toll Manufacturing, Lease and IT Agreements

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Detailed Description of Services / Statement of Work Describe fully the services that Contractor will provide, or add and attach Exhibit B to this Agreement.

  • Inspection of Services Subcontractor shall make the Services accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party.

  • Particular Methods of Procurement of Consultants’ Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants’ services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Supply of Services 7.1 Supplier shall provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

  • Completion of Services (a) The Customer must: (i) notify Deswik in writing as soon as the Customer becomes aware of any defects in the Services; or (ii) provide Deswik with an email confirming successful completion of any Services Deswik advises the Customer have been completed. (b) If the Customer does not notify Deswik of any defects under clause 5.4(a)(i) or provide Deswik with an email confirming successful completion of the Services within 14 days of Deswik notifying the Customer that the relevant Services are complete, the Customer is deemed to have accepted the Services. (c) If the Customer notifies Deswik of any defects under clause 5.4(a)(i), Deswik will, as soon as possible investigate and (where applicable) undertake rectification of the defects. Upon completion of any defect rectification the Customer must promptly provide an email notification of the successful completion of the services, unless further defects exist. In this case, the Customer is further required to notify Deswik of such defects.

  • COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

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

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