MATERIAL AND QUALITY Sample Clauses

MATERIAL AND QUALITY. Subject to the disclaimers, limitations and exclusions set forth below, and subject to the provisions of SECTIONS 7.5 and 10.5, Emcore warrants to Hakuto and to the end user customer of the Equipment that the Equipment shall be free from defects in design, materials and quality. This warranty shall become effective upon delivery of the Equipment to the end user customer of Hakuto, and shall extend for a period of one (1) year from the date of acceptance of the Equipment by the end user customer. Hakuto shall notify Emcore from time to time of the installation completion and customer acceptance date of Equipment. With respect to any non-conforming Products as to which Emcore shall have received notification of such non-

MATERIAL AND QUALITY. 4.1 MONTANA TUNNELS LEAD CONCENTRATE, referred to in this Agreement as Concentrates, assaying approximately as follows: Ag 20 - 40 oz/dmt Fe 10 - 12 % Au 2.5 - 3.5 oz/dmt S 23 - 26 % Cu 1.2 - 1.5 % SiO2 2.5 - 3.5 % As < 0.1 % Zn 6 - 8 % Pb 46 - 50 % Sb < 0.0 % 4.2 The Concentrates will otherwise be free of any impurities deleterious to the smelting and refining process and be suitable for handling with typical concentrate loading and transfer equipment. 4.3 In the event that the composition of the Concentrates departs materially from the typical composition or physical characteristics, Seller and Buyer will negotiate in good faith with full disclosure to overcome any significant hardship or technical difficulty which either Seller or Buyer may suffer as a result.

MATERIAL AND QUALITY. 4.1 MONTANA TUNNELS ZINC CONCENTRATE, referred to in this Agreement as Concentrates, produced at Helena, Montana, assaying approximately as follows: Zn 50.0 - 53.0 % S 30.0 - 33.0 % Pb 1.0 - 3.0 % Au 0.15 - 0.3 oz/dmt Cd < 0.12 % As < 0.02 % Ag 5.0 - 15.0 oz/dmt F 0.01 % Fe 6.5 - 8.0 % MgO 0.10 % SiO2 1.0 - 2.5 % CaO 0.1 % Cu 0.7 - 1.0 % H2O 8.0 % 4.2 The Concentrates will otherwise be free of any impurities deleterious to the smelting and refining process and be suitable for handling with typical concentrate loading and transfer equipment. 4.3 In the event that the composition of the Concentrates departs materially from the typical composition or physical characteristics, Seller and Buyer will negotiate in good faith with full disclosure to overcome any significant hardship or technical difficulty which either Seller or Buyer may suffer as a result.

MATERIAL AND QUALITY. Gold Concentrates produced from gravitation process (‘Grade A’) and from flotation process (‘Grade B’) ex Toukhmanuk Mine Armenia, assaying typically as per the specification in Schedule 1 to this agreement (‘Concentrates’) The material shall be otherwise free of constituents deleterious to the smelting and refining process and be free from Radioactivity. Moisture content of the material shall be sufficient to avoid blowing and dusting and shall conform to all local regulations, and the IMO / BC code of safe practice for solid bulk cargoes. In the event that the quality of the material deviates from the typical assay as per the above then Seller shall promptly advise Buyer of the revised provisional assays. In case of adverse changes to the quality of concentrates, Seller shall inform Buyer promptly of those changes and both parties will meet to discuss potential solutions.

MATERIAL AND QUALITY. 4.1 Alumina supplied under this Agreement will comply with the specifications for the applicable source refinery attached as per Annex 1. If Seller’s supplier changes the specifications for alumina produced by such supplier, Seller may propose that Buyer accept Alumina conforming to such revised specifications under this Agreement and Buyer shall not unreasonably withhold or delay such consent. Seller hereby warrants that Alumina delivered pursuant to this Agreement shall conform to the chemical and physical specifications set out in Annex 1 or such other specifications as are from time to time agreed between Buyer and Seller in writing (the “Specifications”). 4.2 Seller has the option to provide up to a maximum of four (4) Alumina sourced origins per Contract Year (defined as 1 January – 31 December) with the origin(s) under each Contract Year to be declared by the Seller no later than November 30th of the year prior to the Contract Year in question (“Supply Campaigns”). Seller acknowledges that the use of multiple origins may have financial and operational impacts on Buyer. Accordingly, Seller and Buyer agree to use their reasonable efforts to establish a mutually acceptable shipping schedule that avoids to a practicable extent financial and operational impact to either party. Seller shall use its reasonable efforts to provide Buyer with a continuous origin supply of Alumina for a minimum of 3 months to be used at each of the Buyer's individual smelters. 4.3 If at any time during the “”Term”” of this Agreement a particular alumina source nominated and/or used in the alumina to aluminium conversion process adversely impacts Buyer’s ability to convert alumina into the aluminium quality required by Buyer and/or creates a legal or a governmental condition that adversely impacts the operating performance of a Buyer’s smelter(s) in part or in whole, Buyer and Seller agree to expeditiously work together to find a mutually acceptable solution. 4.4 Seller has the right to propose alternative Supply Campaigns after November 30th which will be subject to review and acceptance by Buyer at its discretion, not to be unreasonably with held or delayed.

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Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.
Existence and Qualification; Power; Compliance With Laws Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.
Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).
Number and Qualification Prior to a public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than two or more than nine. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. An individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Trustees need not own Shares and may succeed themselves in office.
Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.
Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.
Organization and Qualification; Subsidiaries (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).
Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material cost or other effect on the Company.

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