MEASUREMENT RECORDS & DISPUTES Sample Clauses

MEASUREMENT RECORDS & DISPUTES. Seller shall ensure that Third-Party Txxxxx maintain records of all measurements and tests performed or made hereunder for a period of two (2) years, and Buyer, on reasonable Notice, shall be furnished, at Buyer's expense, during the two (2) year period, such records of measurements and tests relating to deliveries to Buyer only. If any question arises as to the accuracy of any measurement of Liquid Helium, Seller shall ensure that the applicable measuring instrument shall be tested upon the demand of either Party, and if any error is found, the instrument shall be corrected. If, upon any test, any instrument is found to be inaccurate to the extent that it affects the quantity calculated in Section 8.2 by an amount exceeding two percent (2%), registrations thereof shall be corrected for a period extending back to the time such inaccuracy occurred, if such time is ascertainable, and if not ascertainable, then back one-half of the time elapsed since the last date of calibration; provided no correction shall be made for recorded inaccuracies that affect the net quantity calculated in Section 8.2 by less than two percent (2%). If, for any reason, any instrument is out of service or out of repair so that the amount of Liquid Helium delivered cannot be ascertained or computed from the readings thereof or corrected under the prior provisions hereof, the Liquid Helium delivered during the period such instrument is out of service or out of repair shall be estimated and agreed upon by the Parties upon the basis of the best data available, using the first-listed of the following methods that is feasible:
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Related to MEASUREMENT RECORDS & DISPUTES

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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