DUTY TO FULFILL Sample Clauses

DUTY TO FULFILL. Notwithstanding any termination or expiration of this Agreement, APLL agrees to manage all inventory control functions and to fulfill all orders placed prior to the date of expiration or 8 <PAGE> termination in accordance with the terms of this Agreement if such orders have not been cancelled previously. 10. RECORDS APLL shall at all times keep accurate and complete books and records with regard to receipt, transfer, and other handling of NETGEAR's Products (the "NETGEAR Files") and shall maintain the NETGEAR Files for a period of two (2) years. Subject to maintaining the confidentiality of records of any customers other than NETGEAR, NETGEAR and its authorized representatives shall have the right, at its own cost and expense, to inspect and audit the NETGEAR files at any reasonable time. NETGEAR's right to audit the NETGEAR Files shall survive expiration or termination of this Agreement. NETGEAR shall have the right to enter upon the Warehouse(s) at all reasonable times for the purpose of inspecting NETGEAR's Products. 11. INDEPENDENT CONTRACTOR It is agreed and understood that APLL is entering into this Agreement as an independent contractor and that all of APLL'S personnel and Contracted Carrier's personnel engaged in work under this Agreement are to be considered for all purposes as employees of APLL. Under no circumstances shall employees of APLL be construed or considered to be employees of NETGEAR. NETGEAR will not be responsible for acts or omissions of either APLL's employees or agents. The relationship between the Parties will be, at all times, that of independent contractors, which status governs all relationships between APLL, NETGEAR and other third parties. 12. COMPLIANCE APLL shall at all times comply with all applicable federal, state and municipal laws and the regulations of the respective regulatory bodies having jurisdiction over APLL. APLL will procure and maintain all necessary and applicable operating authorities and licenses. 13. SUCCESSORSHIP Neither party will have the right or power to assign any of its rights or delegate the performance of any of its duties under this Agreement without the express written prior consent of the other party, which shall not be unreasonably withheld; provided however, that such prior written consent shall not be required for APLL to subcontract the performance of the Services to any of its parent, subsidiary or affiliated companies, including APL Logistics Warehouse Management Services, Inc. (formerl...
Sample 1
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DUTY TO FULFILL. Notwithstanding any termination or expiration of this Agreement, APLL agrees to manage all inventory control functions and to fulfill all orders placed prior to the date of expiration or termination in accordance with the terms of this Agreement if such orders have not been cancelled previously.
Sample 1
DUTY TO FULFILL. Notwithstanding any termination or expiration of this Agreement, Furness Logistics agrees to manage all inventory control functions and to fulfill all Orders placed prior to the date of expiration or termination in accordance with the terms of this Agreement if such Orders have not previously been cancelled.
Sample 1
DUTY TO FULFILL. Notwithstanding any termination or expiration of this Agreement, Celestica agrees to procure, inspect and fulfill all Orders placed prior to the date of expiration or termination in accordance with the terms of this Agreement if such Orders have not previously been cancelled.
Sample 1

Related to DUTY TO FULFILL

  • Duty to Notify During the term of this Contract and for a period of five (5) years thereafter, the RECIPIENT is under a continuing obligation to notify the INSTITUTE’s Chief Executive Officer at the same time it is required to notify any Federal or State entity of any unexpected adverse event or condition that materially impacts the performance or general public perception of the conduct or results of the Project and Institute-Funded Activities, including any impact to the Scope of Work included in the Contract and events or results that have a serious adverse impact on human health, safety or welfare. By way of example only, if clinical testing of the results of Institute-Funded Activities reveal an unexpected risk of developing serious health conditions or death, then the RECIPIENT shall, at the same time it notifies any Federal or State entity, promptly so notify the INSTITUTE’s Chief Executive Officer even if such results are not available until after the term of this Contract. Notice required under this section shall be made as promptly as reasonably possible and shall follow the procedures set forth in Section 9.21 “Notices.”

  • Duty to Defend The Consultant’s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above.

  • Duty to Cooperate If the Parties disagree on any aspect of the proposed Motion for Preliminary Approval and/or the supporting declarations and documents, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to resolve the disagreement. If the Court does not grant Preliminary Approval or conditions Preliminary Approval on any material change to this Agreement, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to modify the Agreement and otherwise satisfy the Court’s concerns.

  • Duty to Inform State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof. Penalties for Violations Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties: Civil penalties-$2000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of $2000 or twice the amount of the prohibited contributions made by their principals. Criminal penalties—Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or $5000 in fines, or both. Contract Consequences Contributions made or solicited in violation of the above prohibitions may result, in the case of a state contractor, in the contract being voided. Contributions made or solicited in violation of the above prohibitions, in the case of a prospective state contractor, shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. The State will not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. Additional information and the entire text of P.A 07-1 may be found on the website of the State Elections Enforcement Commission, xxx.xx.xxx/xxxx. Click on the link to “State Contractor Contribution Ban.”

  • Duty to Mitigate Each Party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other Party’s failure to perform pursuant to this Agreement.

  • No Duty to Confirm The Relevant Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer’s Certificate delivered by the Servicer to the Relevant Trustee, and the Relevant Trustee shall be fully protected in relying upon such Servicer’s Certificate.

  • No duty to monitor The Agent shall not be bound to enquire:

  • Duty to Report Tenant immediately shall report any problems immediately to Landlord. Even a few bedbugs can rapidly multiply to create a major infestation that can spread to other premises. Manager will then be given access to the leased premises for inspection within 24 hours of Tenant being given notice.

  • No Duty to Mitigate Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

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