Non-Supply Sample Clauses

Non-Supply. In addition to other remedies available pursuant to ---------- this Agreement or in law or equity, in the event Seller is unable or unwilling to supply Products pursuant to the terms of this Agreement for any period longer than thirty (30) days which materially interrupts the continuous supply of Products to Buyer pursuant to the terms of this Agreement, Buyer shall be entitled to exercise its rights under the License Agreement until such time as the continuous supply is reestablished. The exclusivity requirements of Section II.A. shall also be suspended during this period.
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Non-Supply. Supplier will use its best efforts to maintain those licenses, permits, authorizations and designations required for Supplier to supply fuel to Retailer pursuant to the terms of this Agreement at locations included in the Pathway Network; provided, however, the parties acknowledge that from time to time Supplier may not be in a position as a result of circumstances beyond the reasonable control of Supplier (including without limitation, local, state or other governmental restrictions, obtaining new or modified licenses or permits needed, imposition of duplicate or additional taxes on the sale of fuel pursuant to the terms of this Agreement other than tax increases uniformly applied to all sales of fuel in general) to supply fuel to Retailer at specific locations (excluding any local or regional shortage reasons) in the manner otherwise described in this Section 12 (a “Non-Supplied Location”). Therefore, the parties agree in any such case that Retailer will procure all fuel which would otherwise be supplied by Supplier at each Non-Supplied Location for so long as Supplier is not in a position to supply fuel to such locations (the “Retailer Supplied Gallons”). For purposes of determining Pathway Supplied Gallons Target, the Total Supplier End of Month Accounting Gallons will be reduced by any Retailer Supplied Gallons for the month in question and such Non-Supplied Location [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. will not otherwise be subject to Supplier’s obligation to supply fuel in accordance with this Section 12. On a monthly basis, Retailer will pay to Supplier a Non-Supply Fee for each gallon of Retailer Supplied Gallons, determined on a location-by-location basis. The “Non-Supply Fee” for a Non-Supplied Location shall equal [*].
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Non-Supply. The Owner will endeavour to supply equipment as ordered but will not accept responsibility for non-delivery, delay in delivery or inability to supply equipment when required. Where the Owner is unable to supply a product or service quoted for, an alternative product will be sought or a refund will be provided after consultation with the Hirer.
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Non-Supply. If we cannot comply with this Agreement for any reason beyond our control or we cannot supply you owing to siteworks, repair, maintenance or safety reasons, then we will not be in breach of this Agreement. We do not guarantee and shall not be liable for the delivery of electricity at all times or that electricity will be free of brief variations in voltage or frequency attributable to the operation or failure of each relevant Distributor’s System, any other relevant system or the NGC Transmission System. Where a direction is given to us under section 34(3) or 96 of the Electricity Xxx 0000 (as amended) or under section 2(1)(b) of the Energy Xxx 0000 (emergencies) we are permitted to discontinue or restrict the electricity supply and you shall refrain from using electricity immediately upon being told to do so by us or the Distributor.
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Non-Supply. If we cannot comply with the Agreement for any reason beyond our control or we cannot supply you owing to siteworks, repair, maintenance or safety reasons, then we will not be in breach of the Agreement. Where the failure was due to the company which owns the pipes connected to your site we will pass on to you any sums which it pays us less a 10% charge to cover our administration costs. Where a direction is given to us under section 2(1)(b) of the Energy Xxx 0000 (emergencies), or for the duration of a pipe-line system emergency, we are entitled to discontinue or restrict the gas supply and you shall refrain from using gas immediately upon being told to do so by us or the Transporter.
Sample 1
Non-Supply. In addition to other remedies available pursuant to ---------- this Agreement or in law or equity, including but not limited to termination, during the term of this Agreements in the event Seller is unable or unwilling to supply Products pursuant to purchase orders submitted according to the terms of this Agreement for any period longer than thirty (30) days which materially interrupts the continuous supply of Products to Buyer, Buyer shall be entitled to exercise its rights under the Tinel-Lock License Agreement of even date herewith between the parties ("License Agreement") until such time as the continuous supply is
Sample 1
Non-Supply. In addition to other remedies available pursuant to this Agreement or in law or equity, in the event Memry is unable or unwilling to supply Products pursuant to Memry's standard terms and conditions in effect from time to time (including pricing) to potential customers identified by Sales Agent within the Market in the Territory for any period longer than thirty (30) days, which inability or unwillingness materially interrupts the continuous supply of Products to Memry's customers procured by Sales Agent for Products pursuant to the terms of this Agreement, Sales Agent shall be entitled to exercise its rights under the License Agreement until such time as Memry is again willing and able to supply Products within the Market in the Territory as aforesaid. The exclusivity requirements of Section 2(d) above shall also be suspended during this period. Sales Agent shall, not later than ten (10) days after each such sale of Products in the Market in the Territory by Sales Agent, notify Memry of (i) the sale so consummated (including the amount sold, the price and the customer), and (ii) the source or sources (whether internal or from a third party) of the Products so sold.
Sample 1
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Non-Supply. If we cannot comply with the Agreement for any reason beyond our control or we cannot supply you owing to siteworks, repair, maintenance or safety reasons, then we will not be in continued over the page > GENERAL CONDITIONS - CONTINUED breach of the Agreement. Where the failure was due to the company which owns the pipes connected to your site we will pass on to you any sums which it pays us less a 10% charge to cover our administration costs. Where a direction is given to us under section 2(1)(b) of the Energy Act 1976 (emergencies), or for the duration of a pipe-line system emergency, we are entitled to discontinue or restrict the gas supply and you shall refrain from using gas immediately upon being told to do so by us or a transporter. In the event that the supply is curtailed due to a Gas Deficit Emergency under the Uniform Network Code, we will pass on to you any Demand Side Response (“DSR”) Payment that we receive in respect of your site, as soon as reasonably practicable after we have received it.
Sample 1
Non-Supply. If we cannot comply with the Agreement for any reason beyond our control or we cannot supply you owing to siteworks, repair, maintenance or safety reasons, then we will not be in breach of the Agreement. Where the failure was due to the company which owns the pipes connected to your site we will pass on to you any sums which it pays us less a 10% charge to cover our administration costs. Where a direction is given to us under section 2(1)(b) of the Energy Xxx 0000 (emergencies), or for the duration of a pipe-line system emergency, we are entitled to discontinue or restrict the gas supply and you shall refrain from using gas immediately upon being told to do so by us or a transporter. In the event that the supply is curtailed due to a Gas Deficit Emergency under the Uniform Network Code, we will pass on to you any Demand Side Response (“DSR”) Payment that we receive in respect of your site, as soon as reasonably practicable after we have received it.
Sample 1

Related to Non-Supply

  • Information Supplied None of the information supplied or to be supplied in writing by Parent or Merger Sub or any affiliate of Parent for inclusion or incorporation by reference in (a) Offer Documents, the Schedule 13E-3 or the Schedule 14D-9 will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, or, if the Company disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to the Company’s stockholders and on the date the Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents and the Schedule 13E-3 (insofar as it relates to Parent or its affiliates) will comply in all material respects with the Securities Laws. Notwithstanding the foregoing, no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference in any of the foregoing documents based on information supplied by the Company for inclusion or incorporation by reference therein.

  • Litigation Support In the event and for so long as any Party actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Seller, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or defense, make available his or its personnel, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 7 below).

  • Promotion Support Each Fund shall furnish to Distributor for use in connection with the sale of its shares such written information with respect to said Fund as Distributor may reasonably request. Each Fund represents and warrants that such information, when authenticated by the signature of one of its officers, shall be true and correct. Each Fund shall also furnish to Distributor copies of its reports to its shareholders and such additional information regarding said Fund’s financial condition as Distributor may reasonably request. Any and all representations, statements and solicitations respecting a Fund’s shares made in advertisements, sales literature, and in any other manner whatsoever shall be limited to and conform in all respects to the information provided hereunder.

  • No Material Misstatement or Omission The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

  • Information to be Supplied The Lessee shall —

  • No Material Misstatements or Omissions At each time of effectiveness, at the date hereof, at the Closing Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date and on each Option Closing Date, any roadshow or investor presentations delivered to and approved by the Underwriter for use in connection with the marketing of the offering of the Securities (the “Marketing Materials”), if any, and the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date, and at each Option Closing Date, if any, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.

  • No Representation or Warranty Seller and Financing Provider each recognizes and acknowledges that PG&E makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases PG&E from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.

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