Closing and Deliveries 10 4.1 Closing.......................................................................................10
Tasks and Deliverables A description of and the schedule for each task and deliverable, illustrated by a Xxxxx chart. Start and completion dates for each task, milestone, and deliverable shall be indicated. Must include deliverables specified in SOW-RFP as well as other deliverables that may be proposed by Contractor.
Services and Deliverables The Services and the required Deliverables for the Services are specified below. Service Type Output Measure Quantity per annum Number of Service Users Funding amount per annum (excl. GST) $ $ $ Description of Services Funding amount one-off (excl. GST) $ Service Type Output Measure Quantity per annum Number of Service Users Funding amount (excl. GST) $ $ $ Description of Services Funding amount one-off (excl. GST) $ *Note: Refer to clause 4.8 in the Funding and Service Details about permitted variations in output quantities.
Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.
Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.
Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.
Notices and Deliveries Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service (signature required) to the Party to which it is directed at its address or facsimile number shown below or such other address or facsimile number as such Party shall have last given by notice to the other Party. If to Merck, addressed to: Merck XXxX Xxxxxxxxxxx Xxxxxxx 000 00000 Xxxxxxxxx Xxxxxxx Attn: Merck Serono Alliance Management Facsimile: +00 00 00 00 With a copy to: Merck XXxX Xxxxxxxxxxx Xxxxxxx 000 00000 Xxxxxxxxx Xxxxxxx Attn: Merck Serono Legal Department Facsimile: +00 00 00 00 00 00 If to Licensor, addressed to: Threshold Pharmaceuticals 000 Xxxxxx Xxx, Xxxxx 000 Xxxxx Xxx Xxxxxxxxx, XX 00000 XXX Attn: Vice President, Business Development Facsimile: (000) 000-0000 With a copy to: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000 XXX Attention: Xxxxxxx X. Xxxx Fax: (000) 000-0000
Due Authorization, Execution and Delivery (a) Borrower represents and warrants that the execution of the Loan Documents and the Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Borrower requiring further consent for such action by any other entity or person.
(b) Borrower represents and warrants that it is duly organized, validly existing and is in good standing under the laws of the state of its formation and in the State, that it has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted.
(c) Borrower represents and warrants that the execution, delivery and performance of the Loan Documents will not result in Borrower's being in default under any provision of its organizational documents or of any mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property.
(d) Borrower represents and warrants that the Loan Documents and the Indemnity Agreement have been duly authorized, executed and delivered by Borrower and constitute valid and binding obligations of Borrower which are enforceable in accordance with their terms.
Orders and Delivery 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party.
4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination.
4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations.
4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes:
4.4.1 Additional Goods and/or Services are ordered under clause 5, or
4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs.
4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance.
4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect:
4.6.1 this fully detailed claim shall be considered as interim;
4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and
4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser.
4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim.
4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.
