Purchaser requirements Sample Clauses

Purchaser requirements. Section 313 of the Agreement requires the purchaser to provide the seller with either (a) information to show the jurisdictions to which the advertising and promotional direct mail is delivered to recipients, hereinafter referred to as “jurisdictional information,” or (b) an exemption certificate claiming advertising and promotional direct mail or direct pay permit as the reason for exemption. The purchaser remains obligated to remit any applicable tax on the printed materials delivered to recipients in jurisdictions where the seller is not required to collect, or for any other reason, does not collect and remit the tax to the appropriate jurisdictions. The purchaser is not required to provide the seller with a list of the specific taxing jurisdictions which might exist with respect to any given address or group of addresses. Purchasers may use a reasonable summary or allocation of the jurisdictions to which the “direct mail” is delivered as described in paragraph D below for purposes of sales or use tax reporting.
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Purchaser requirements. Each purchaser must be an "Accredited Investor" as defined in Rule 501 under the Securities Act of 1933.
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Purchaser requirements. (a) Purchaser will deliver its first purchase order under this Agreement not later than June 30, 2000. During the twelve month period beginning on the date of delivery of Purchaser's first purchase order, Purchaser will purchase at least 100,000 kilograms of Product under this Agreement. If Purchaser does not order at least 100,000 kilograms of Product during such twelve month period, then within 30 days of the first anniversary of the date of delivery of Purchaser's first purchase order, Purchaser will pay to Nanophase an amount equal to (i) the price of 100,000 kilograms of Product, determined in accordance with Exhibit B, minus (ii) the aggregate purchase price of Product ordered by Purchaser during the twelve month period beginning on the date of delivery of Purchaser's first purchase order; provided that no such payment shall be due if Nanophase has failed to meet timely its shipment obligations for any month during such year. Shipment will be deemed timely for this purpose if made within two days of the date required by Section 1.05. (b) For each of the years beginning on the first and each subsequent anniversary of the date of delivery of Purchaser's first purchase order, Purchaser will purchase from Nanophase at least 70% of its requirements of zinc oxide for use or resale in the Field. This requirements commitment shall not be effective if Nanophase shall, during the period up to and including the date on which this requirements commitment would otherwise become effective, fail to ship in a timely fashion at least 80% of the Product required to shipped in any month, or at least 95% of the Product required to be shipped in any three month period, in either case under purchase orders made by Purchaser in accordance with this Agreement, with Product meeting the specifications set forth in Exhibit A and manufactured in accordance with Exhibit A.
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Purchaser requirements. Unless otherwise waived in writing by the Acquired Corporation, the obligations of the Acquired Corporation and the Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: (i) The representations and warranties made by Purchaser in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, Purchaser shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Purchaser. (ii) The Acquired Corporation shall have been furnished with certificates dated the Closing Date and signed by a duly authorized executive officer of Purchaser, certifying that that each representation and warranty of Purchaser contained in this Agreement (a) shall have been true and correct as of the date of this Agreement and (b) shall be true and correct on and as of the Closing. (iii) The Acquired Corporation shall have received a Certificate of Secretary of the Purchaser in a form acceptable to Acquired Corporation certifying attached copies of the resolutions of the Purchaser’s Board of Directors approving this Agreement, related documents and the transactions contemplated hereby and thereby; and (iv) the incumbency of each authorized officer of Purchaser this Agreement and related agreements. (iv) The Acquired Corporation shall have received a confirmation that Purchaser is in good standing in the State of Nevada.
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Purchaser requirements. 33 10.03 Niagara Mohawk Power Purchase Agreement..........................34 10.04 Amendment........................................................34 10.03 Niagara Mohawk Power Purchase Agreement..........................35 ARTICLE XI - METERING.......................................................35 11.01 Power............................................................35 11.02 Gas..............................................................35 11.03 Industry Standards...............................................36 11.04 Access...........................................................36 11.05 Calibration......................................................37 11.06 Records..........................................................37 11.07 Upgraded Metering................................................37 ARTICLE XII - BILLING AND PAYMENT...........................................37 12.01 Billing..........................................................37 12.02 Payment..........................................................38 12.03 Audit............................................................38 12.04 Nyiso Reimbursement..............................................38 12.05 Offset...........................................................39 *** CONFIDENTIAL TREATMENT REQUESTED *** ii ARTICLE XIII - ELECTRIC TRANSMISSION ARRANGEMENTS...........................39 13.01 Electric Transmission Arrangements...............................39
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Purchaser requirements. Purchaser shall not issue any notices, instructions or schedules inconsistent with this Agreement, any applicable operating policies, criteria and/or guidelines of NERC, NYISO, any other regional or subregional operational and reliability requirements or any other applicable Laws, or that would result in NYISO Directed Operations that are inconsistent with Good Electrical Practices. If Purchaser issues a notice, instruction or schedule in contravention of the preceding sentence, Independence shall have no obligation to comply with such notice, instruction or schedule. Any NYISO Directed Operation that requires Independence to Start-up or Shutdown or otherwise affects the operation of the Facility shall be treated under this Agreement as if such direction had been issued by Purchaser, and Purchaser shall supply Gas as required for Independence to comply with such NYISO order, and Purchaser shall be entitled to all revenues from sales resulting from such NYISO order and Independence shall be entitled to payment in accordance with Article IV (except as specified in Sections 5.05 and 8.02). Independence shall comply with NYISO Directed Operations that are not consistent with Good Electrical Practices only during NYISO system emergencies. In the event that a Party receives notice of a change or proposed change to the NYISO Requirements that would require a Party to take or refrain from taking an action that would be inconsistent with such Party's rights and/or obligations hereunder, the Party receiving notice will promptly notify the other Party to the extent practicable that such NYISO Requirement conflicts with the rights and/or obligations of a Party under this Agreement and the Parties agree to promptly meet and negotiate in good faith an agreement as to how compliance shall be established and maintained, attempting in all events to restore or maintain for each Party as nearly as possible, its respective rights, obligations and benefits under this Agreement provided that such compliance shall not result in significant economic impact to the Parties. The failure of the Parties to reach any such agreement shall not result in termination of this Agreement or relieve any Party of its obligations to make payments in accordance with this Agreement. Subject to any such agreement, Independence and Purchaser shall each comply with all NYISO Requirements and shall deviate (except for the payment of money for which there shall be no deviation) from the provisions of t...
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Related to Purchaser requirements

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

  • Customer Requirements Customer will be required to maintain complex passwords for their User accounts where applicable. For any such passwords LightEdge will provide a secure URL that any User can access to change passwords. All User passwords are set to a ninety (90) day password expiration schedule by default. LightEdge is not responsible for unexpected use of Services whether by ex-employees, compromised User passwords or any other misuse of Customer accounts. Customer shall be responsible for all costs incurred by such unexpected use of Service. Customer shall be fully responsible for providing to LightEdge at Customer’s own expense and in a timely manner the following: - All security for its Services and systems used or accessible in connection with Service; - Cooperative testing of all Customer-provided hardware, software, and Services for compatibility with Service; - Designating an Authorized Contact(s) to be the point of contact to interface with LightEdge Technical Support; - All cabling necessary to support Service; and - Physical and remote management access to any and all Servers onto which Service is installed.

  • City Requirements Design, construction, materials, sizing, other specifications, permitting, inspections, testing, documentation and furnishing of as-built drawings, and acceptance of completed infrastructure shall be in accordance with City Requirements. Design and construction shall be by professionals licensed in the state of North Carolina to do the relevant work. City approval of the design of the Improvements shall be required prior to construction, as set forth in City Requirements. If Developer is connecting to the County sewer system, the City may require Developer to furnish the contract providing for such connection.

  • Securities Law Requirements The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Common Shares are then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

  • Other Requirements AVIF will require that each Participating Insurance Company and Participating Plan enter into an agreement with AVIF that contains in substance the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b), 4.5(a), 5, and 10 of this Agreement.

  • Blue Sky Requirements The Company shall provide counsel to the Representative with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

  • Requirements At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

  • Basic Requirements To be eligible for PayPal’s Seller Protection program, all of the following basic requirements must be met, as well as any applicable additional requirements: • The primary address for your PayPal account must be in the United States. • The item must be a physical, tangible good that can be shipped, except for items subject to the Intangible Goods Additional Requirements. Transactions involving items that you deliver in person in connection with payment made in your physical store, may also be eligible for PayPal’s Seller Protection program so long as the buyer paid for the transaction in person by using a PayPal goods and services QR code. • You must ship the item to the shipping address on the Transaction Details page in your PayPal account for the transaction. If you originally ship the item to the recipient’s shipping address on the Transaction Details page but the item is later redirected to a different address, you will not be eligible for PayPal’s Seller Protection program. We therefore recommend not using a shipping service that is arranged by the buyer, so that you will be able to provide valid proof of shipping and delivery. • The shipping requirement does not apply to eligible transactions involving items that you deliver in person; provided, however, that you agree to provide us with alternative evidence of delivery or such additional documentation or information relating to the transaction that we may request. • You must respond to PayPal’s requests for documentation and other information in a timely manner as requested in our email correspondence with you or in our correspondence with you through the Resolution Center. If you do not respond to PayPal’s request for documentation and other information in the time requested, you may not be eligible for PayPal’s Seller Protection program. • If the sale involves pre-ordered or made-to-order goods, you must ship within the timeframe you specified in the listing. Otherwise, it is recommended that you ship all items within 7 days after receipt of payment. • You provide us with valid proof of shipment or delivery. • The payment must be marked “eligible” or “partially eligible” in the case of Unauthorized Transaction claims, or “eligible” in the case of Item Not Received claims, for PayPal’s Seller Protection program on the Transaction Details page. • In the case of an Unauthorized Transaction claim, you must provide valid proof of shipment or proof of delivery that demonstrates that the item was shipped or provided to the buyer no later than two days after PayPal notified you of the dispute or reversal. For example, if PayPal notifies you of an Unauthorized Transaction claim on September 1, the valid proof of shipment must indicate that the item was shipped to the buyer no later than September 3 to be eligible for PayPal’s Seller Protection program. PayPal determines, in its sole discretion, whether your claim is eligible for PayPal’s Seller Protection program. PayPal will make a decision, in its sole discretion, based on the eligibility requirements, any information or documentation provided during the resolution process, or any other information PayPal deems relevant and appropriate under the circumstances. To be eligible for PayPal’s Seller Protection program for a buyer’s Item Not Received claim, you must meet both the basic requirements and the additional requirements listed below: • Where a buyer files a chargeback with the issuer for a card-funded transaction, the payment must be marked “eligible” for PayPal’s Seller Protection on the Transaction Details page. • You must provide proof of delivery as described below.

  • E-Verify Requirements To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the City.

  • DATA ESCROW REQUIREMENTS Registry Operator will engage an independent entity to act as data escrow agent (“Escrow Agent”) for the provision of data escrow services related to the Registry Agreement. The following Technical Specifications set forth in Part A, and Legal Requirements set forth in Part B, will be included in any data escrow agreement between Registry Operator and the Escrow Agent, under which ICANN must be named a third-­‐party beneficiary. In addition to the following requirements, the data escrow agreement may contain other provisions that are not contradictory or intended to subvert the required terms provided below.

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