Operating Matters. The Initial Stockholders shall have agreed ----------------- upon the Budget for fiscal year 1998, subject to such variations as may be approved by the Board of Directors from time to time and the [*] contemplated under [*].
Operating Matters. Any transaction between the Company or any of its affiliates, on the one hand, and any other affiliates of any the officers, directors and controlling persons of the Company shall be on terms and conditions that are no less favorable to the Company, or any of its affiliates that the terms and conditions that would be available in dealings with independent third parties.
Operating Matters. The Partners acknowledge that an Affiliate of Enterprise has heretofore assumed the day-to-day responsibility for the operation and commercial management of the Jonah Gas Gathering System and it is the intent of the Partners that such Affiliate will continue such responsibility in accordance with past practice until such time as a mutually agreeable Operating Agreement can be entered into between the Partnership and such Affiliate (any such agreement, the “Operating Agreement”). The Partners agree to use good faith in negotiating the terms of such an Operating Agreement but to the extent that such Affiliate and the Partnership are unable to agree on such terms, such Affiliate and its Affiliates (including Enterprise) will have no obligation to continue assuming the day-to-day responsibility for the operation and commercial management of the Jonah Gas Gathering System.
Operating Matters. (a) Xxxxxx, at its own expense and in accordance with the Specifications provided by PWVI, shall manufacture the Systems at a facility owned by it or by a manufacturing contractor in the Territory; provided, however, that the manufacturing contractor, facility, quality standards and costs shall be subject to PWVI’s approval, which shall not be unreasonably withheld.
(b) Xxxxxx shall be solely responsible for all warranty claims relating to Systems sold in the Territory.
(c) During the Term of the Agreement, Xxxxxx shall use its commercially reasonable best efforts to achieve maximum market penetration for the Systems in the Territory. Xxxxxx shall participate in trade shows and exhibitions, perform demonstrations of the Systems, purchase advertising and otherwise take appropriate steps to promote and market the Systems. Within 30 days following the end of each calendar quarter, Xxxxxx shall provide to PWVI a written report, in reasonable detail, summarizing Xxxxxx’x activities during the quarter.
(d) PWVI shall provide to Xxxxxx at no charge:
(i) Such technical support via email and telephone in the English language as Xxxxxx may reasonably request for manufacture, installation and operation of the Systems.
(ii) Such promotional and advertising materials, e.g., brochures, DVDs, videos, graphics, etc., in sample or camera-ready form, as PWVI may have available and Xxxxxx may reasonably request.
(e) Xxxxxx shall manufacture the Systems in accordance with the Specifications for the Systems provided by PWVI from time to time and in accordance with such additional reasonable directives and instructions as may be provided by PWVI.
(f) Xxxxxx has installed the initial System sold by PWVI to Xxxxxx at Autonational B.V. in The Netherlands (the “Initial Location”) and will not move the Initial System to another location without PWVI’s prior written consent, which shall not be unreasonably withheld. Xxxxxx shall take all commercially reasonable steps required to prevent reverse engineering of the Systems and to otherwise protect the PWVI Intellectual Property. Among other things, Xxxxxx shall require each potential customer to disclose in writing where it intends to install each System to be purchased, and this location must be approved by PWVI (which approval shall not be unreasonably withheld) before Xxxxxx executes a sale contract. Each contract for sale of a System shall require the purchaser to maintain the System at the pre-approved location unless a new locati...
Operating Matters. 24 3.14. Insurance.......................................................... 27 3.15. Labor Difficulties................................................. 27 3.16.
Operating Matters. (i) Section 3.13(a)(i) of the Sellers' Disclosure Letter sets forth as of March 31, 2001 for each of the Operating Divisions with respect to Residential/Commercial Customers receiving deliveries of home heating oil, the number of Active Customers, the number of customers on its automatic delivery system and the number of Active Customers which are Fixed Price Customers and Capped Price Customers.
(ii) Section 3.13(a)(ii) of the Sellers' Disclosure Letter sets forth the posted price for each Operating Division on the first day of each month for the 12 month period ending March 31, 2001.
(iii) Section 3.13(a)(iii) of the Sellers' Disclosure Letter sets forth as of March 31, 2001 and for the 12 months then ended for each of the Operating Divisions, with respect to Customers receiving deliveries of propane, the total gallons of propane sold, the Net Dollar Sales, the number of Active Customers and the number of Customers on its automatic delivery system.
(iv) Section 3.13(a)(iv) of the Sellers' Disclosure Letter sets forth certain information concerning account gain (loss) for the Customers by Operating Division.
(v) Section 3.13(a)(v) of the Sellers' Disclosure Letter sets forth for each Regional Division the volumes of home heating oil sold by the Companies and their Subsidiaries to Wholesale Customers in the 12 months ended March 31, 2001 together with associated Net Dollar Sales and Cost of Product and the number of Active Wholesale Customers on March 31, 2001.
(vi) Section 3.13(a)(vi) of the Sellers' Disclosure Letter sets forth for each Regional Division the volumes of home heating oil and other products sold by the Companies and their Subsidiaries to Bid/COD/Other Customers in the 12 months ended March 31, 2001 with associated Net Dollar Sales and Cost of Product and the number of Active Bid/COD/Other Customers on March 31, 2001.
(vii) Section 3.13(a)(vii) of the Sellers' Disclosure Letter sets forth for each of the Regional Divisions for the 12 months ended March 31, 2001, its Net Dollar Sales for service contracts, parts and labor and installations.
(i) Section 3.13(b)(i) of the Sellers' Disclosure Letter sets forth the total gallons of home heating oil sold by each of the Operating Divisions for fiscal 1999, fiscal 2000 and for the 12 months period ended March 31, 2001.
(ii) Section 3.13(b)(ii) of the Sellers' Disclosure Letter sets forth (a) home heating oil volumes and Net Dollar Sales for gallons sold to Fixed Price Customers and Capped Price Cust...
Operating Matters. As soon as the appropriate candidates are identified utilizing the Company's best efforts, the Company shall hire a President/Chief Operating Officer for First American Railways, Inc. as well as a new Director of Sales and Marketing for the Florida Fun-Train Division. Further, the Company shall immediately make available one seat on its Board of Directors to a representative of the investor group in the Financing. In addition, the Company shall make an additional seat on its Board of Directors available at its next shareholders meeting currently scheduled for June 1998 to an additional representative of the investor group.
Operating Matters. Any transaction between the Company or any of its affiliates, on the one hand, and any other affiliates of any the officers, directors and controlling persons of the Company shall be on terms and conditions that are no less favorable to the Company, or any of its affiliates that the terms and conditions that would be available in dealings with independent third parties. Biofield Corporation Page Four March 23, 2004
Operating Matters. (a) PWVI shall have no right to manufacture the Expanders, except that, in the event that Helidyne is unable to manufacture and deliver the Expanders ordered by PWVI within six months after the purchase order date, Helidyne shall, upon 30 days’ written notice from PWVI, either (i) arrange for a reputable third party manufacturer to fulfill such obligations or (ii) provide the Helidyne Intellectual Property to PWVI, otherwise fully cooperate with PWVI and permit PWVI to manufacture the Expanders as needed by PWVI.
(b) Except as set forth in section 2.6(a) above, Helidyne shall remain the sole manufacturer of the Expanders; provided, however, that the manufacturing of certain components thereof may be outsourced to PWVI on terms to be negotiated and signed in writing by both Parties.
(c) After delivery of the Initial Units, Helidyne shall deliver each Expander ordered by PWVI by the date agreed to by the Parties in the subject purchase order.
(d) PWVI shall be responsible for all warranty claims relating to Systems sold in the Territory. Helidyne shall be solely responsible for all warranty claims relating to unpackaged Expanders sold in the Territory and shall provide PWVI with such assistance as it shall reasonably request regarding warranty claims based on alleged defects in Expanders incorporated in the Systems. Helidyne shall promptly repair or replace all defective Expanders, whether or not incorporated in Systems.
(e) Subject to payment of all royalties and fees required hereunder, Helidyne warrants to PWVI that the Expanders (i) will be free from defects in material and workmanship, and (ii) will meet the Specifications so long as the Expanders are operated in accordance with the Specifications. This warranty shall be in full force and effect until the earlier of (i) 12 months after start-up and commissioning of the Expander (whether or not as part of a System) or (ii) 18 months after delivery of the Expander (whether or not as part of a System). These warranties shall survive the termination of this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2.6(e), PWVI ACKNOWLEDGES AND AGREES THAT HELIDYNE HAS NOT MADE AND DOES NOT MAKE ANY FURTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY RELATING TO THE EXPANDERS OR ANY MANUALS PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE EXPANDERS WILL FUNCTION ERROR-FREE. THESE AND ALL OTHER IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION MERCHANTABILIT...
Operating Matters. Prior to Closing, the Company will furnish to Purchaser copies of the form of members agreement and sanctioning agreement pertaining to the above matters.
