Product Contracts Clause Samples

The 'Product Contracts' clause defines the terms and conditions governing the sale, purchase, or supply of specific products between parties. It typically outlines the types of products covered, quality standards, delivery schedules, pricing, and responsibilities of each party regarding the products. By clearly specifying these details, the clause ensures both parties understand their obligations and helps prevent disputes related to product expectations, delivery, or payment.
Product Contracts. All Product Use Contracts and all other ----------------- software license and/or maintenance agreements (including any related agreements between Seller or any Assigning Subsidiary and any customer under any such Product Use Contract or other software license and/or maintenance agreement) in effect as of the Closing (collectively, the "Product Contracts"), but only to the extent such Product Contracts relate to the licensing, installation, maintenance and/or support of the Products;
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Product Contracts. (a) (Terms of Product Contract): Each Franchisee must, in respect of each Nominated Tolling Product: (i) offer a contract, which: A. imposes Product Charges or Account Requirements in respect of that Nominated Tolling Product that are no greater or more onerous on the Product User or the Non-Product User than the Product Charges or Account Requirements provided for in the Nominated Tolling Product Schedule in respect of that Nominated Tolling Product; B. provides for the payment or deposit (as applicable) of those Product Charges or Account Requirements by a Product User or a Non-Product User and the application and, if applicable, refund by the Franchisee of those Product Charges or Account Requirements in circumstances and on terms consistent with the provisions in respect of that Nominated Tolling Product specified in the Nominated Tolling Product Schedule; C. provides for each Product Feature applicable to that Nominated Tolling Product; and D. complies with the requirements of clause 12.8(b), (in each case a Product Contract); (ii) ensure that each Tollroad User is advised in clear terms that the Product Contract is available for them to accept; (iii) make the terms and conditions attaching to a Product Contract available to all Product Users and Non-Product Users; and (iv) provide written confirmation to a Product User or Non-Product User of the Product Features, Product Charges and Account Requirements applicable to that Nominated Tolling Product and the arrangements for use of the Tollroad (including the name of the Product User or Non-Product User, details of the Vehicles to which the arrangements relate (including the category of Vehicle and the Vehicle's licence plate number), the period of time covered by that arrangement, and details of the payment term and means of payment): A. at the time the Product User or Non-Product User enters into a Product Contract for that Nominated Tolling Product; and B. in the most expedient manner, having regard to the means by which the Product User or Non-Product User makes that arrangement for the use of the Tollroad. (b) (Requirements for Product Contracts): Each Franchisee must ensure that each Product Contract: (i) uses simple, concise and plain language; (ii) is appropriate for the class or market segment to which the Product User or Non- Product User belongs; (iii) is fair and reasonable; (iv) provides for reasonable notice of failure to pay, suspension and termination consistent with the terms on which o...
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Product Contracts. (a) Each Product Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Seller and, to the knowledge of Seller, of each other party thereto; and except as disclosed in Section 2.13(a) of the Disclosure Schedule neither Seller nor, to the knowledge of Seller, any other party to such Product Contract is in violation or breach of or default under any such Product Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Product Contract) the effect of which, individually or in the aggregate, could reasonably be expected to have a materially adverse effect on the Assets or which violation or breach of or default will otherwise result in a material diminution of the benefits contemplated by this Agreement or any of the Operative Agreements to Purchaser. (b) Except as disclosed in Section 2.13(b) of the Disclosure Schedule, Seller has made all payments required to be made by it under the Product Contracts through the date hereof and will have made all such payments through the Closing Date. Seller is not aware of any financial obligations of Seller outstanding under any Software License and Support Agreement. (c) Except as disclosed in Section 2.13(c) of the Disclosure Schedule, (i) the execution, delivery and performance by Seller of this Agreement and the Operative Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, will not (A) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (B) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (C) result in the creation or imposition of any Lien upon Seller or any of the Assets under any Product Contract, and (ii) Seller is not a party to or bound by any Product Contract that has been or could reasonably be expected to be, individually or in the aggregate with any other Product Contracts, materially adverse to the condition of the Assets.
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Product Contracts. (a) Section 6.05(a) of the Seller Disclosure Schedule sets forth a complete and correct list of each Contract to which Seller or any of its Affiliates is a party that: (i) relates to the manufacture, marketing, sale, licensing or distribution of the Product;(ii) relates to the acquisition, sale, licensing in or out, assignment or use of Intellectual Property included in the Purchased Assets; (iii) relates to the purchase or disposition of assets, or the provision of services, to or by the Business; (iv) relates to the sale or distribution of the Product to any Governmental or Regulatory Authority or any other Person; (v) limits or restricts where Seller may conduct the Business or the Product may be sold, or grants any preferential rights to purchase or license the Purchased Assets; or (vi) is not otherwise described in clauses (i) – (v) above but is material to the conduct of the Business as currently conducted or as planned to be conducted in the future, or was not entered into by Seller in the Ordinary Course of Business (collectively, the “Product Contracts”). Seller has made available to Buyer complete and correct copies (including any schedules, annexes, exhibits or amendments) of all Contracts identified in Section 6.05(a) of the Seller Disclosure Schedule. (b) Except for the Contracts set forth in Section 6.05(b) of the Seller Disclosure Schedule, the Product Contracts are the only Contracts material to the conduct of the Business by Seller or its Affiliates. Each of the Product Contracts is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of Seller and each other party thereto and may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect immediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Seller has performed in all material respects all of its required obligations under, and is not, and is not alleged to be, in violation or breach of or default under, in any material respect, any such Contract, nor is there or is there alleged to be any basis for termination of any Product Contract. To the Knowledge of Seller, the other parties to the Product Contracts are not in violation or breach of or default under any such Contract. No condition or state of ...
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Product Contracts. (A) All distribution, sales representative, reseller or similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(A) of the Disclosure Schedule (the "Distribution Agreements"), and (B) all software license, support and maintenance or similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(B) of the Disclosure Schedule (the "Software License and Support Agreements"), and (C) the consulting or other similar Contracts relating to the Products to which Seller is a party and which are described in Section 1.01(a)(iii)(C) of the Disclosure Schedule (the "Consulting Agreements", and together with the Software License and Support Agreements and Distribution Agreements, the "Product Contracts"); provided, however, that the Software License and Support Agreements shall be assigned to Newco II; provided, further, that no Product Contract for which a third party consent is required to assign such Product Contract to Purchaser shall be assigned at Closing unless the required consent is obtained prior to the Closing;
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Product Contracts. PRILIGY WHOLESALER AGREEMENT (28.2012) [*] [*] [*] OTHER AGREEMENTS [*]
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Product Contracts. ALZA and, to its knowledge (including reasonable inquiry of its Affiliates), its Affiliates are, and at all times have been, in compliance with all material applicable terms of each Product Contract, and to the knowledge of ALZA (including reasonable inquiry of its Affiliates), each Third Party that has any obligation to ALZA or any Affiliate thereof under any Product Contract is, and at all times has been, in compliance with all material applicable terms of such Product Contract, except as would, in either case, not reasonably be expected, individually or in the aggregate, to have a material adverse effect on either Party’s ability to perform its obligations under this Agreement or any Ancillary Agreement, the exploitation of the Product Rights, or the use, development, manufacture, sale, marketing, import, export, or commercialization of Agreement Product.
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Related to Product Contracts

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Vendor Contracts (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity enters after the date of this Agreement to allow SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) Acuity shall have the right to determine, and shall promptly notify SpinCo of, the manner in which SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity shall use its best efforts to accommodate any reasonable needs communicated to Acuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo hereby authorizes Acuity to act on its behalf to extend to SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo shall fully cooperate with Acuity in such efforts, and, for periods through August 31, 2008, SpinCo shall not perform any act or fail to take any action that would prejudice Acuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.