Hidden Text Sample Clauses

Hidden Text please don’t delete 2.1.1 Subject to the provisions of this Agreement, the Parties will cooperate on the joint development of the Vascular System, in accordance with the Project Description. 2.1.2 Philips will be entitled to a System Sales Fee and a Catheter Sales Fee, as such terms are defined below (System Sales Fee and Catheter Sales Fee together also described as “Sales Fee”), provided that the total of Sales Fees to be paid to Philips will not exceed the amount of [****] the total of all payments made by Philips to Xxxxxx hereunder, including the Termination Fee, if any, as well as including the value (if agreed upon in writing between the parties in advance) of any mutually agreed upon in kind contributions, if any. Philips will have no right to any Sales Fees for systems sold and delivered to the end customer after [****] from date of first commercial shipment of the Vascular System. 2.1.3 The System Sales Fees hereunder will be [****] per Vascular System (excluding catheters) invoiced to the end customer, provided that no System Sales Fee will be due for systems that are delivered to customers only to replace a Vascular System (for warranty or service reasons) for which appropriate System Sales Fee was already awarded to Philips. 2.1.4 The Catheter Sales Fee hereunder will be [****] per catheter [****] sold for use with the Vascular System for vascular application and invoiced to the end customer, provided that no Catheter Sales Fee will be due for catheters that are delivered to customers only to replace catheters (for warranty or service reasons) for which appropriate Catheter Sales Fee was already awarded to Philips. 2.1.5 The total of Sales Fees due will be calculated and paid to Philips within 30 days after the end of each quarter, based upon a list of invoiced Vascular Systems and catheters to be provided by Xxxxxx. In calculating and reporting the total of Sales Fees due for each quarter, the Parties will only consider Vascular Systems and catheters sold for which Xxxxxx has actually invoiced the end customer during the previous quarter. 2.1.6 Philips shall have the right to retain an independent auditor of national standing in the US under reasonable non-use and non-disclosure obligations to audit the records relevant to accuracy of payments made under this Section 2.1 at Xxxxxx’x headquarters [****], upon Philips’ prior written notice to Xxxxxx, during normal business hours and without material disruption to Xxxxxx’x normal business operat...
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Hidden Text. The projections and pro forma financial information contained in the factual information referred to in clause (a) above were or are based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected results.
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Hidden Text. Developer shall not include any hidden text or codes in the development of the Website except as specifically requested by the Customer. Notwithstanding the above, the Customer hereby directs the Developer to include Meta Tags on the Website which include the keywords set forth in Exhibit “E” attached hereto.
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Hidden Text. (a) Unless otherwise stated, all amounts payable or other consideration to be provided under this Agreement are exclusive of GST.
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Hidden Text. With respect to any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract, agreement, lease, license or right that is not included in the Conveyed Assets or assigned to Purchaser at the
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Hidden Text. The financial statements to be delivered by Pfizer to Purchaser pursuant to Section 7.16 will be prepared in accordance with Pfizer's policies and procedures, which are in accordance with GAAP, and will present fairly in accordance with such policies and procedures (i) in all material respects, the financial condition, assets and liabilities of the Business as of the date therein specified and (ii) the results of operations of the Business for the periods then ended.
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Related to Hidden Text

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  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

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  • Business Services Professional Services

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Buy Texas Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

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