Sale of Products & Services. (a) The HOF Entities shall consult with Constellation to develop a comprehensive energy strategy with respect to the Products & Services listing in Exhibit A, which reflects sustainable product solutions, competitive market pricing (incorporating completion of the Supplier Component Questionnaire in the form of Exhibit B hereof for the applicable HOF Entity or affiliate), periodic reporting and analytics, regulatory/market intelligence and infrastructure services and equipment.
(b) The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms. For purposes of this Section 1.1(b), (i) the “Market Price” of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation’s customers with a similar anticipated load profile within a specified utility service territory. Constellation shall invoice the applicable HOF Entity or its appropriate affiliate for all Products & Services purchased by such HOF Entity or its appropriate affiliate pursuant to the applicable Second Level Agreement (as defined below). In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation’s credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation’s credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Xxxxx’x, Fitch or AM Best) or better prior to the purchase of such Products & Services.
(c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain...
Sale of Products & Services. 4.2.1 All kinds of sale are covered
4.2.2 Brand Name of CONSIGNEE
Sale of Products & Services. Attached hereto as Schedule 1.68 is a complete list of all products manufactured, sold, licensed, leased or delivered by Seller in connection with the Business during the five-year period ending on the date of this Agreement. To Seller's knowledge, each product that has been sold, distributed or otherwise made available by Seller to any Person: (a) conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract or customer's or Seller's published specifications and with all applicable legal requirements; and (b) was free in all material respects of any design defects or construction defects at the time of sale. Except as disclosed in Schedule 4.21, no product manufactured or sold by Seller since January 1, 2001, has been the subject of any recall or other similar action of any Governmental Authority, and, to Seller's knowledge, no condition or circumstance exists, that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any such recall or other similar action relating to any such product. Except as disclosed in Schedule 4.21, to Seller's knowledge, no product manufactured, sold, licensed, leased or delivered by Seller in connection with the Business is subject to any guaranty, warranty, or other indemnity beyond Seller's applicable standard terms and conditions of sale, lease or licensing. Except as disclosed in Schedule 4.21, there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, to Seller's knowledge, threatened with respect to any such contractual commitments or express warranties for replacement or repair thereof or other damages in connection therewith. Except as disclosed in Schedule 4.21, to Seller's knowledge, all services that have been performed by Seller were properly performed and in full conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable legal requirements.
