Seller Changes. Seller will not make any changes to the Products except at Xxxxx’s written instruction or with Xxxxx’s prior written approval. If Xxxxxx learns of a possible change to the Products that may reduce costs, improve quality, or otherwise be beneficial to Buyer, Seller shall inform Buyer of the possible change.
Seller Changes. (a) CHANGE IN NAME, STRUCTURE, ETC. The Seller shall not change its name, identity or corporate structure unless it shall have given each Secured Party and the Collateral Agent at least 60 days' prior written notice thereof, shall have effected any necessary or appropriate assignments or amendments thereto and filings of financing statements or amendments thereto, and shall have delivered to the Collateral Agent and each Secured Party an Opinion of Counsel of the type described in Section 5.02.
Seller Changes. Seller shall not make or incorporate any changes in the Specifications without Buyer’s prior written approval, which approval shall not be unreasonably withheld.
Seller Changes. (a) Seller shall not incorporate any engineering change to the Products without Buyer’s prior written consent in accordance with Buyer’s established ECO process. Seller shall notify Buyer of any engineering change proposed by Seller to the Products, and shall supply a written description of the expected effect of the engineering change on the Products, including the possible effect on price, performance, safety, reliability and serviceability as part of the proposed engineering change. Buyer, at its discretion, may elect to incorporate or not to incorporate any Seller-proposed engineering change to the Product design. If any Seller-proposed engineering change is accepted by Buyer and is incorporated into the Product design resulting in reduced Product price, Seller and Buyer will share in the resulting cost savings, based on the following schedule: 0-60 days 100% to Seller 61-120 days 50% to Seller: 50% to Buyer after 120 days 100% to Buyer
(b) If a Seller-proposed engineering change is accepted by Buyer, the Parties agree to amend the unit price and purchase order accordingly, and the new product price shall apply to all Products delivered hereunder which include the Seller-proposed engineering change. Seller agrees that any and all Seller-proposed engineering changes shall belong to and be the exclusive property of the Buyer. Once the proposed engineering change is accepted by Buyer, Buyer assumes all liabilities for excess and obsolete inventory and materials resulting from such change that cannot be re-purposed by Seller as if such change had been proposed and adopted by the Buyer.
(c) Buyer owns all the intellectual property rights related to the Products and all such rights in any enhancements, improvements, derivatives thereof and changes thereto. Seller hereby assigns to Buyer any and all intellectual property rights in and to Seller-proposed engineering changes to the Products. Seller reserves all rights not expressly granted to Buyer hereunder.
Seller Changes. Seller will not make any change relating to the Goods, including in the contents, design, specifications, processing, packing, marking, shipping, price or date or place of manufacture or delivery of the Goods, in each case, without Buyer’s prior written consent. Seller will continuously seek quality, technology and price improvements and, if Xxxxxx learns of a possible change to the Goods that may reduce the costs to produce the Goods, improve the quality of the Goods, or otherwise may be beneficial to Buyer, Seller will promptly inform Buyer of the possible change in writing.
Seller Changes. Seller hereby represents and warrants that it shall not change the design of the product(s) affecting form, fit, function, spares, specifications, or manufacturing processes specified with respect to the manufacture of any product(s), which changes shall or may have an adverse impact on the manufacturing or performance specifications for the product(s), without the prior written consent of the Purchasing Department of Buyer.
Seller Changes. Material changes proposed by Seller that may affect form, fit, function, reliability, serviceability, performance, regulatory compliance or safety must be submitted to BFDf prior to implementation of any such changes along with a (i) written change notice for BFDf approval; (ii) a description of the Good(s) affected; (iii) the proposed date of implementation; (iv) the reason for the change; (v) the specific details of the change; and (vi) supporting data necessary to reasonably evaluate the proposed changes. Such material changes may not be implemented without the prior written consent of BFDf, which shall not be unreasonably withheld.
Seller Changes. (a) CHANGE IN NAME, STRUCTURE, ETC. The Seller shall not change its name,
Seller Changes. (a) Change in Name, Structure, etc. The Seller shall not change its name, identity or corporate structure unless it shall have given each Secured Party and the Collateral Agent at least 60 days' prior written notice thereof, shall have effected any necessary or appropriate assignments or amendments thereto and filings of financing statements or amendments thereto, and shall have delivered to the Collateral Agent and each Secured Party an Opinion of Counsel of the type described in Section 5.02.
(b) Relocation of the Seller. Neither Arcadia Financial nor the Seller shall change its principal executive office unless it gives each Secured Party and the Collateral Agent at least 90 days' prior written notice of any relocation of its principal executive office. If the Seller relocates its principal executive office or principal place of business from Minnesota, the Seller shall give prior notice thereof to the Controlling Party and the Collateral Agent and shall effect whatever appropriate recordations and filings are necessary and shall provide an Opinion of Counsel to the Controlling Party and the Collateral Agent, to the effect that, upon the recording of any necessary assignments or amendments to previously-recorded assignments and filing of any necessary amendments to the previously filed financing or continuation statements or upon the filing of one or more specified new financing statements, and the taking of such other actions as may be specified in such opinion, the security interests in the Collateral shall remain, after such relocation, valid and perfected.
Seller Changes. If Seller shall hereafter develop any enhancements, improvements or replacements for any Product specified on Exhibit A hereto and Seller shall propose a price change in respect of such enhancement, improvement or replacement, Seller shall so notify DMD and shall deliver to DMD the relevant Specifications or changes to Specifications relevant to such enhancement, improvement or replacement and the proposed price or price change therefor. If the parties agree that such enhanced, improved or replacement product shall be substituted for the original Product, such Product shall be added to Exhibit A as a Product hereunder and Exhibit D shall be modified appropriately to reflect the relevant price or price change. If DMD shall not have agreed to such substitution within 30 days of such notification by Seller, (i) Seller shall thereafter be permitted to reject any Order for the original Product for which Seller shall have developed an enhancement, improvement or replacement, and shall have no further obligations under this Agreement with respect to such original Product except with respect to such units of the original Product as have already been delivered to DMD and, (ii) DMD, in the event such enhancement, improvement, replacement, or price change is material, may terminate this Agreement immediately upon notice and be entitled to a refund of the Inducement Fee, after crediting for the purchase of AHP Units as contemplated by 7.1 below.
