Engineering Reviews Sample Clauses

Engineering Reviews. (A) Either prior to or as of the date of this Agreement, or within 10 Business Days after the date of this Agreement, the Parents have jointly engaged or will jointly engage one or more mutually acceptable engineering and environmental consulting firms to perform the services specified in this Section 5.07(a)(v) and Section 5.07(b) (the “Consulting Firm”). The Parents will share the costs of the Consulting Firm in the same proportions as those set forth for the title commitments, and will each bear their other costs. During the period commencing on the date of this Agreement (or, if later, the date on which the Consulting Firm is retained) and ending 75 days thereafter (the “Review Period”), the Consulting Firm, along with up to two individuals designated by each - 40 - Parent (such individuals, together with the Consulting Firm, the “Joint Review Team”) will conduct an engineering review of each Real Property that is a production facility (including bakeries) (collectively, the “Reviewed Facilities”), in accordance with the protocols and standards set forth on the scope of work attached as Exhibit D-1 (the “Engineering Reviews”). For the avoidance of doubt, the Joint Review will not conduct Engineering Reviews of any of the Reviewed Facilities that are warehouses or other ancillary, non-production sites.
Sample 1
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Engineering Reviews. (A) Either prior to or as of the date of this Agreement, or within 10 Business Days after the date of this Agreement, the Parents have jointly engaged or will jointly engage one or more mutually acceptable engineering and environmental consulting firms to perform the services specified in this Section 5.07(a)(v) and Section 5.07(b) (the “Consulting Firm”). The Parents will share the costs of the Consulting Firm in the same proportions as those set forth for the title commitments, and will each bear their other costs. During the period commencing on the date of this Agreement (or, if later, the date on which the Consulting Firm is retained) and ending 75 days thereafter (the “Review Period”), the Consulting Firm, along with up to two individuals designated by each - 40 - Parent (such individuals, together with the Consulting Firm, the “Joint Review Team”) will conduct an engineering review of each Real Property that is a production facility (including bakeries) (collectively, the “Reviewed Facilities”), in accordance with the protocols and standards set forth on the scope of work attached as Exhibit D-1 (the “Engineering Reviews”). For the avoidance of doubt, the Joint Review will not conduct Engineering Reviews of any of the Reviewed Facilities that are warehouses or other ancillary, non-production sites. (B) Pursuant to the Engineering Reviews, the Joint Review Team will identify whether the issues exist with respect to each Reviewed Facility that is reviewed pursuant to Section 5.07(a)(v) of a nature described in Exhibit D-1 (collectively, “Engineering Issues”). (C) To the extent that any Engineering Issues are identified by the Joint Review Team pursuant to the Engineering Reviews during the Review Period, either Oracle (with respect to Reviewed Facilities that are owned or contributed by the Oracle Group) or Xxxxxx and Xxxx (with respect to Reviewed Facilities that are owned or contributed by the Xxxxxx Group or Iris Group) will be responsible for correcting such Engineering Issues in a commercially reasonable manner, and will be 100% responsible for any costs associated with doing so, provided, however, that notwithstanding the foregoing, neither Oracle, on the one hand, nor Xxxxxx and Xxxx, collectively on the other hand, will be required to spend or incur direct costs (excluding any payments required to be made to the Consulting Firm) in excess of $100,000,000 in performing their respective obligations to correct such Engineering Issues (it being un...
Sample 1
Engineering Reviews. If requested by the Grantor, the Grantee shall provide any engineering or other Project documentation for the review and approval by the Grantor prior to Project implementation. REQUIRED CONDITION for grant funded Above-Ground Storage Projects that Meet the Requirements in ORS 541.681.
Sample 1
Engineering Reviews. From the Agreement Date and until the end of the 90-day period set forth in Section 2.5(a)(ii), Seller shall jointly with Purchaser plan, design, and complete a series of in-depth engineering reviews between Seller and Purchaser personnel to transfer from Seller to Purchaser working knowledge of Transferred Assets related to engineering, development systems, document tracking systems, subsystems, software (including software environment and source codes), prototypes, engineering designs, engineering processes, manufacturing tooling and processes. The engineering reviews shall accomplish the goal of providing Purchaser all Know-How necessary to develop, use, manufacture, and sell the FOSSL interrogator, fiber sensors, and connectors (“Engineering Reviews”).
Sample 1
Engineering Reviews. The Seller shall conduct the following formal engineering reviews. The location of these reviews shall be at the Seller's facility in San Jose, CA unless it is mutually agreeable to both the Seller and Buyer to meet in another location. CUSTOMIZATION SPECIFICATIONS REVIEW (CSR) - The Seller shall conduct a CSR at the end of the NYCPD customization definition phase. The Seller shall develop and deliver a Customization Specification Document two (2) weeks prior to the CSR. A separate CSR shall be conducted for each of the following subsystems: - Basic Photo Imaging System, - Intelligence Subsystem, - Missing Person Subsystem CUSTOMIZATION DESIGN REVIEW (CDR) - The seller shall conduct a CDR at the end of the NYCPD customization design phase. The Seller shall deliver an updated Customization Specifications Document two (2) weeks prior to the CDR. The Seller shall develop and deliver a Customization Design Document two (2) weeks prior to the CDR which shall describe the physical design of the customization. A separate CDR shall be conducted for each of the following subsystems: - Basic Photo Imaging System, - Intelligence Subsystem, - Missing Person Subsystem CUSTOMIZATION DEMONSTRATION - The Seller shall conduct a Customization Demonstration for the Buyer after the implementation phase and prior to shipping and delivery of the system/subsystem to the NYCPD facilities. The Seller shall deliver an updated Customization Design Document two (2) weeks prior to the Customization Demonstration which shall describe the final physical design of the customization. A Customization Demonstration shall be conducted for the following subsystem. - Basic Photo Imaging System READY-TO-SHIP REVIEW (RSR) - The Seller shall conduct a Ready-to-Ship Review witnessed by both the Buyer and NYCPD after the Customization Demonstration and prior to shipping and delivery of the system/subsystem to the NYCPD facilities. The Seller shall conduct a pre-Ready-to-Ship Review (PRSR) to be witnessed by the Buyer only prior to the RSR. The Seller shall deliver an updated Customization Design Document two (2) weeks prior to the RSR which shall reflect any changes in the final physical design of the customization. A separate PRSR and RSR shall be conducted for each of the following subsystems. - Federal Interface Subsystem - Basic Photo Imaging System, - Intelligence Subsystem, - Missing Person Subsystem Schedule B - 5 Revision D Schedule B Statement of Work Summary typewritten minutes shall be p...
Sample 1
Engineering Reviews. If requested by the Grantor, the Grantee shall provide any engineering or other Project documentation for the review and approval by the Grantor prior to Project implementation. REQUIRED CONDITION for Projects that Legally Protect Conserved Water Instream
Sample 1

Related to Engineering Reviews

  • Engineering Reports 45 Section 8.08

  • Engineering Report Lender shall have received a current Engineering Report with respect to the Property, which report shall be in form and substance reasonably satisfactory to Lender.

  • Engineering Forest Service completed survey and design for Specified Roads prior to timber sale advertisement, unless otherwise shown in A8 or Purchaser survey and design are specified in A7. On those roads for which Forest Service completes the design during the contract, the design quantities shall be used as the basis for revising estimated costs stated in the Schedule of Items and adjusting Timber Sale Account. Forest Service engineering shall be completed according to the schedule in A8. Should Forest Service be unable to perform the designated survey and design by the completion date or other agreed to time, upon written agreement, Purchaser shall assume responsibility for such work. In such event, Contracting Officer shall revise:

  • Engineering Services Definition: Engineering Services includes any service or creative work, the adequate performance of which requires education, training and experience in the application of special knowledge in consulting, investigating, evaluating, planning and designing, engineering principles. Engineering Services covered by the Xxxxxx Architect-Engineers Act (40 U.S.C. 1102) are not covered in the primary scope of OASIS SB. Examples: Service areas that are included under the Engineering Services discipline include, but are not limited to the following:

  • Reviews (a) During the term of this Agreement and for 7 years after the term of this Agreement, the HSP agrees that the LHIN or its authorized representatives may conduct a Review of the HSP to confirm the HSP’s fulfillment of its obligations under this Agreement. For these purposes the LHIN or its authorized representatives may, upon 24 hours’ Notice to the HSP and during normal business hours enter the HSP’s premises to:

  • Periodic Reviews During January of each year during the term hereof, the Board of Directors of the Company shall review Executive's Annual Salary, bonus, stock options, and additional benefits then being provided to Executive. Following each such review, the Company may in its discretion increase the Annual Salary, bonus, stock options, and benefits; however, the Company shall not decrease such items during the period Executive serves as an employee of the Company. Prior to November 30th of each year during the term hereof, the Board of Directors of the Company shall communicate in writing the results of such review to Executive.

  • Reverse Engineering The Customer must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the software or any products supplied as a part of the Licensed System.

  • Annual Forecasts As soon as practicable and in any event no later than thirty (30) days after the beginning of each Fiscal Year, an annual forecast prepared by management of the Parent, in reasonable detail and in the form customarily prepared by management of the Parent for its internal use and setting forth an explanation for the principal assumptions on which such forecasts were based, of balance sheets, income statements and cash flow statements with respect to the Parent and its Subsidiaries on a quarterly basis for each Fiscal Year thereafter until the Maturity Date.

  • Testing Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant.

  • Studies The clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its subsidiaries that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus were and, if still pending, are being conducted in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus are accurate and complete in all material respects and fairly present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor its subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests. For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any foreign, state or local governmental body exercising comparable authority.

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