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

  • Extension of Services In the event of an extension of a Service pursuant to Article VIII, the Recipient of such Service shall be obligated to pay the Applicable Service Fee for such Service calculated as set forth on the applicable Service Schedule as the Applicable Service Fee payable during any period of extension. The Parties agree and acknowledge that fees payable for Services that are extended may be higher than during the initial term of such Service. For the avoidance of doubt, nothing herein shall constitute an obligation of any Party to extend the period for which it will provide any Service if such extension is not contemplated by the applicable Service Schedule.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

  • EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Sale of Products; Performance of Services (a) Each product, system, program, or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Company or any of its subsidiaries to any person:

  • Continuance of Employment/Service Required; No Employment/Service Commitment The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan. Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Term of Services The initial term of this agreement is for a two ---------------- year period commencing on January 1, 1999, subject to the termination section of this agreement, with the parties agreeing to confirm any subsequent extension of this initial term in a signed written agreement setting forth any amended or supplemental conditions.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Coordination, Oversight and Monitoring of Service Providers As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

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