SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees.
(b) Seller shall be responsible for all liability and related expenses resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12a Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company.
(c) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller.
(d) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2.
SELLER’S RESPONSIBILITIES. (a) Seller represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the work under this Agreement. Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents, or employees.
(b) Seller shall be solely responsible for all liability and related expenses resulting from injury, death or damage to property which is in any way connected with the negligent performance of work under this Agreement. Seller shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and Company. However, such liability and indemnity does not apply to injury, death, or damage to property arising from the sole conduct of Company.
SELLER’S RESPONSIBILITIES. (a) Seller represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the work under this Agreement. Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents, or employees.
(b) Seller shall be responsible for all liability and related costs resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12a Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company.
(c) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller.
SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees.
(b) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller.
(c) Cost and expenses incurred by Company that are determined by DOE to be unallowable that result from the acts or omissions of Seller or its subcontractors may be recovered by Company from Seller.
(d) Seller shall provide and maintain workers’ compensation insurance as required by applicable statutes.
(e) Seller shall provide Employer’s liability, comprehensive general liability, automobile, and contractual liability insurance properly safeguarding Seller and Company against liability for injuries to persons, including injuries resulting in death and damage to or destruction of property, in no less than $500,000 for injuries to one person and $1,000,000 for injuries to two or more persons in any one accident; and $500,000 for damage to or destruction of property in any one accident. Seller may, with approval of the Subcontract Administrator, maintain self-insurance for insurance requirements herein. If Seller is a State agency, such as an Educational Institution, and is not insured because of constitutional or statutory prohibition, the state laws governing liabilities and remedies in these areas shall apply.
(f) Before commencing work under this Agreement, Seller shall provide written certification that the required insurance has been obtained or, if appropriate, Seller maintains an adequate self-insurance program. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting Company’s interest shall not be effective until 30 days after the insurer gives written notice to Company.
SELLER’S RESPONSIBILITIES. 3.1. The Seller shall comply with the pre-agreed Commissioning schedule. In the event of any changes to the Commissioning schedule, the Seller shall inform Purchaser about any such changes giving reasonable notice.
3.2. Not later than [] Days prior to the scheduled date for the test, the Parties shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure that the Engineer shall have complete access to information applicable to the conduct of the test. This information includes, but is not limited to, [proposed test procedure, the instrument calibration records for the test, observation of unit operation, data acquisition, and the test log - add other criteria depending on the type of installation/plant.]
3.3. The Seller shall carry out the tasks related to the Commissioning as set out in this test procedures and shall ensure that the Independent Engineer is present during Commissioning. The Parties shall agree upon, in writing, reasonable changes to the test procedure provided herein due to unforeseen circumstances.
3.4. The Seller shall ensure that the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments.
3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel in the operation of all equipment associated with the Plant.
3.6. The Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including the testing. The Test Director shall ensure that each test is conducted in accordance with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director.
3.7. [The Test Director shall issue formal 30-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.]
3.8. [The Seller shall provide all calibrated test class instrumentation and certification.]
3.9. Immediately after each test run, the Seller shall collect all performance test data, obtain all requi...
SELLER’S RESPONSIBILITIES. (a) Seller shall use Commercially Reasonable Efforts to, by itself or through its Affiliates, licensees or sublicensees, do the following:
(i) complete activities under the GC Development Plan in accordance therewith or in accordance with an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d) below;
(ii) apply for, in accordance with the GC Development Plan or an updated version of the GC Development Plan that is delivered to Purchaser pursuant to Section 4.1(d), and obtain and maintain, Regulatory Approval of one Product for the treatment of oral mucositis and esophagitis in the Major Markets or, at the very least, in [***]; and
(iii) commercialize one Product for the treatment of oral mucositis and esophagitis, on a country-by-country basis in the Major Markets, or, at the very least in [***], promptly after obtaining Regulatory Approval of such Product for oral mucositis and esophagitis in such country.
(b) To the extent Seller enters into an exclusive Out-License or Partnering Transaction, Seller shall use Commercially Reasonable Efforts to cause such Third Person to comply with Section 4.1(a) to the same extent as Seller.
(c) If Seller commercializes GC or the Products itself or through its Affiliates in one or more countries then, to the extent consistent with Seller’s use of Commercially Reasonable Efforts, Seller shall establish a trained sales force sufficiently in advance, as reasonably determined by Seller, of the anticipated Commercial Launch of GC or such Product in such country(ies). If consistent with Seller’s use of Commercially Reasonable Efforts to establish a trained sales force, any such sales force shall have an appropriate size given the market potential, competitive position of the Product, regional variation in forecasted demand, industry practices and other factors relevant to determining the size of such sales force. To the extent Seller commercializes GC or the Products with or through Partners in one or more countries, Seller shall use Commercially Reasonable Efforts to undertake customary and reasonable due diligence to select Partners for such purpose having, or having resources enabling such Partners to field, appropriate sales capabilities in the relevant countries for such purpose, as reasonably determined by Seller.
(d) Within [***] ([***]) days after (i) each anniversary of the Effective Date, and (ii) any material modification of the GC Development Plan (as modified from t...
SELLER’S RESPONSIBILITIES. (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees.
(b) Seller shall be responsible for all liability and related expenses resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12 Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company.
(c) Seller shall be solely responsible for all criminal fines and penalties assessed against Seller.
(d) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller.
(e) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2.
SELLER’S RESPONSIBILITIES. Seller shall develop good faith estimates of Coal Costs for each Coal Blend evaluated by the Coal Committee, including such costs on a per Ton of Coke basis. Seller shall exercise reasonable commercial efforts to purchase Coal Blends selected by the Coal Committee at the market price for the Coals constituting such Coal Blends, to cause each actual Coal Blend used in the production of Coke to conform to the selected Coal Blend, and to implement the recommendations of the Coal Committee. Unless otherwise authorized in Writing by the Coal Committee, Seller shall not purchase Coal from an Affiliate of Seller, and Coal purchase agreements shall have a term not less than one (1) year each, Seller shall retain the responsibility and authority for daily operating matters involving the Coal Blends and compliance with the Guaranteed Quality Standards, without any requirement to consult with or obtain the approval of the Coal Committee.
SELLER’S RESPONSIBILITIES. 6.1. The Seller(s) agrees to cooperate with Be Happy! Realty in every reasonable way.
6.2. The Seller(s) agrees to assist in the sale of the subject real property by accepting and returning telephone calls/emails, arranging showings and providing reasonable access to/from interested buyers, Xxxxx’s Agents and Facilitators, in a timely manner.
6.3. With time being of the essence, the Seller(s) agrees to release a copy of any and all document(s), which relate to the sale of the subject real property, to Be Happy! Realty, within twenty four (24) hours of its written request.
6.4. The Seller(s) is responsible for reviewing its published listing and must notify Be Happy! Realty of any and all errors or omissions contained within its published listing.
6.5. By law, the Seller(s) is required to disclose, in writing, to Be Happy! Realty, interested buyers, Xxxxx’s Agents and/or Facilitators, any and all defects in the property, which are not open and obvious and that may materially affect the value or desirability of the subject real property.
6.6. The Seller(s) agrees to perform the following actions, when appropriate or applicable, to facilitate the real estate transaction:
6.7. With time being of the essence, the Seller(s) agrees to notify Be Happy! Realty, in writing, via our website (xxxxxxxxxxxxxx.xxx) within twenty four (24) hours, of any “Change in Status” to the subject real property including:
