Guidance Note for clause 5(b) Sample Clauses

Guidance Note for clause 5(b). This clause provides that the Transferor is responsible for ensuring Material that is newly made to specific specifications meets those specifications. The Recipient must inspect the Material before accepting delivery to ensure that it meets the requirements of this Agreement. The Transferor does not give any assurance that the Material is suitable for the Permitted Use, and any use of the Material will be at the Recipient's own risk. Where item 5 of the Details Schedule identifies that the Material has been newly made to specific product specifications, the Transferor will ensure it meets those specifications at the time of delivery. Guidance Note for clause 5(c): Other than new Material made to specific product specifications, Material is supplied in whatever condition it is at the time of delivery. Except where clause 5(b) applies, the Material is supplied to the Recipient on an 'as is' basis at the time of delivery, which means it may be experimental in nature, may have inherent defects or deficiencies, and may not be of merchantable quality, fit for any particular purpose, safe, effective, or of a particular quality. Guidance Note for clause 5(d): The Transferor provides a limited promise that, as far as it is aware, the Material (in the state delivered and at the time it was delivered) does not infringe any IPR of a third party. The Transferor warrants, to the best of its knowledge and belief, that as at the time delivered, and in the state delivered, the Material, does not infringe any IPR of a third party, and would not infringe any IPR of a third party if used for the Permitted Use.
Sample 1
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Guidance Note for clause 5(b). This clause provides that the Transferor is responsible for ensuring Material that is newly made to specific specifications meets those specifications. Where item 3 of the Details Schedule identifies that the Material has been newly made to specific product specifications, the Transferor will ensure it meets those specifications at the time of delivery.
Sample 1

Related to Guidance Note for clause 5(b)

  • Guidance Note for clause 10(a): This clause limits the amount of financial exposure each party faces in the event a lawsuit is filed or a claim is made by the other party. The parties can agree to cap the total amount they may be liable to pay to the other party for loss suffered in relation to this Agreement. This cap should be set out in item 13 of the Details Schedule. Limitation of liability

  • Guidance notes 2. The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):

  • Guidance Note Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between the Customer and the Supplier. The aim should be to establish liability ceilings reflecting a combination of the best estimate of the losses that the Customer might suffer in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability A Party shall not be responsible for any Loss under this Contract if and to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. The Supplier shall be liable for the following types of Loss which shall be regarded as direct and shall (without in any way, limiting other categories of Loss which may be recoverable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer to any document or information provided by the Supplier in its provision of the Services, and no failure of the Customer to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation of the Supplier to carry out all the obligations of a professional supplier employed in a client/customer relationship. Save as otherwise expressly provided, the obligations of the Customer under this Contract are obligations of the Customer in its capacity as a contracting counterparty and nothing in this Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For the avoidance of doubt any liabilities which are unlimited shall not be taken into account for the purposes of establishing whether the limit in Clause 37.3.1 has been reached. Nothing in this Clause 37 shall act to reduce or affect a Party’s general duty to mitigate its loss.

  • Statement of Purpose The Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

  • Hardship clause The employer may make a further decision in individual cases which are not or are manifestly not reasonably provided for in Articles 5.3 to 5.4.5.

  • WAIVER CLAUSE The parties acknowledge that during negotiations which resulted in this Agreement each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the Board and the Union for the life of this Agreement each voluntarily and unqualifiedly waives the right, and agrees that the other shall not be obliged to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, unless mutually agreed, even though such subject or matter may not have been within the knowledge or contemplation of either or both parties at the time that they negotiated or signed this Agreement.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

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