Of Supplier Sample Clauses

Of Supplier. If Bank of America’s review of financial statements causes Bank of America to question Supplier’s ability to perform its duties hereunder, Bank of America may request, and Supplier shall provide to Bank of America, reasonable assurances of Supplier’s ability to perform its duties hereunder. Failure by Supplier to provide such reasonable assurances to Bank of America shall be deemed a material breach of this Agreement. Furthermore, Supplier shall notify Bank of America immediately In the event there is a change of control or material adverse change in Supplier’s business or financial condition.
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Of Supplier. Supplier warrants that: (a) It has the right to transfer full unencumbered title to all Product sold to Purchaser under the terms of this Agreement; (b) It will extend to Purchaser all standard Supplier warranties that apply to specific Product sold to Purchaser under the terms of this Agreement, upon written request by Purchaser; and (c) It has the right and authority to enter into this Agreement.
Sample 1
Of Supplier. Supplier hereby covenants, warrants and represents to Client the following: (a) all products, equipment, services and other activities provided or to be provided by Supplier in connection with the Agreement including, without limitation, the services shall be provided and performed by Supplier in a good and workmanlike manner, and shall comply with all applicable laws and industry standards.
Sample 1
Of Supplier. Supplier represents and warrants to Distributor as follows: (a) it is a corporation duly organized and validly existing under the laws of Delaware, U.S.A.;
Sample 1
Of Supplier. Supplier represents and warrants to Distributor as follows: (a) it is a corporation duly organized and validly existing under the laws of Delaware, U.S.A.; (b) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any other agreement or relationship; and (d) it has the right to transfer full unencumbered title to all Product sold to Distributor under this Agreement.
Sample 1
Of Supplier. Supplier represents and warrants that the Products that are delivered to Customer hereunder shall: (a) conform in all respects with the requirements of this Agreement, including the then current specifications for such Product, and the applicable Purchase Order; (b) not infringe the patent claims or trade secrets of any person and Supplier shall indemnify and defend Customer and its affiliates against all such infringement claims, demands, actions, losses, damages, fines, penalties, costs and expenses (including attorneys’ fees); and (c) be free and clear of all liens and encumbrances, or other defects in title. The foregoing representations and warranties shall survive inspection, delivery and payment for the Products, and shall be for the benefit of Customer and its customers.
Sample 1
Of Supplier. RELATING TO PIGS. ----------------------------- Supplier represents and warrants that (a) all Pigs that are delivered to Buyer hereunder shall conform in all respects to and be in accordance with the QA Standards and Supplier's quality assurance policies and procedures as defined in Appendix A; (b) that the Facility will be operated in accordance with all applicable laws, regulations and guidelines, and the Pigs will be qualified for human use; and (c) that the current maximum Pig production capacity of the Facility is approximately [***] Pigs per month. The foregoing representations and warranties shall not survive inspection of the applicable Pigs by Buyer pursuant to Section 2.3 and shall be for the benefit of Buyer only and not for the benefit of any other person or entity.
Sample 1
Of Supplier. If Supplier enters into an agreement with a Similarly Situated Customer and the per unit fee for each element under a particular Service Agreement are lower than the fees charged to Customer for such elements under this Agreement, Customer's Charges shall be equitably adjusted to provide Customer the benefit of such lower prices; however, in order to receive the benefit of such lower per unit pricing Customer must agree to extend the Term by the number of months in the term of such Similarly Situated Customer's agreement with Supplier. For the purposes of this Section 7.5, a "Similarly Situated Customer" shall mean a customer of Supplier having SIC Code and term and volume commitments similar to Customer's. In addition, charges payable from time to time by Customer under this Master Agreement for consulting, implementation and integration services shall be discounted not less than 10% from Supplier's standard rates as in effect from time to time. Within thirty (30) days after the beginning of each Term year, a Supplier officer shall certify in writing to Customer that Supplier's charges to Customer comply with this Section, and shall provide to Customer's third party auditors the information reasonably necessary for Customer to verify such compliance, as further described under Article 13 below. The auditors shall inform Customer and Supplier whether Supplier's charges comply with this Section, but shall keep in strict confidence, including maintaining such in strict confidence from Customer, all information necessary to provide such verification.
Sample 1

Related to Of Supplier

  • Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.

  • Customers and Suppliers (a) Section 3.19 of the Seller Disclosure Schedule specifies the names of the respective customers that were, in the aggregate, the 10 largest customers in terms of dollar value of products sold by the Business for the year ended December 31, 2009 and as of February 28, 2010 (each a “Material Customer”). Except as set forth in Section 3.19 of the Seller Disclosure Schedule, since March 1, 2010, (i) no Material Customer has given any member of the Seller Group written notice or provided other documentation (A) terminating or canceling a Contract with any member of the Seller Group to the extent relating to the Business (a “Customer Termination”), or (B) Materially Reducing Business under any Contract with any member of the Seller Group to the extent relating to the Business (a “Customer Reduction”), (ii) management of the Business has not otherwise been informed and obtained confirmation from any Material Customer of a Customer Loss Event, which confirmation is reasonably evidenced (and the Seller shall cause management of the Business to seek such confirmation of any Customer Loss Event of which management has been informed) and (iii) there has been no amendment to a Contract with any Material Customer reducing the per unit price of any product to the extent relating to the Business. (b) Section 3.19 of the Seller Disclosure Schedule also specifies for the year ended December 31, 2009 and as of February 28, 2010, the names of the respective suppliers that were, in the aggregate, the 10 largest suppliers in terms of dollar value of products or services, or both, used by the Business. Since March 1, 2010, none of such suppliers has given any member of the Seller Group written notice or provided other documentation (A) terminating or canceling or (B) Materially Reducing Business under any Contract with any member of the Seller Group.

  • By Customer To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non- Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or xxxxx a third party.

  • Manufacturer A firm that operates or maintains a factory or establishment that produces on the premises, the materials or supplies obtained by the Contractor. Regular Dealer - A firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. A regular dealer engages in, as its principal business and in its own name, the purchase and sale or lease of the products in question. A regular dealer in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock, if it owns and operates distribution equipment for the products. Brokers and packagers are not regarded as manufacturers or regular dealers within the meaning of this section. United States Department of Transportation (USDOT) - Federal agency responsible for issuing regulations (49 CFR Part 26) and official guidance for the DBE program.

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