Seller’s Vendors Sample Clauses

Seller’s Vendors. At Buyer’s request, Buyer will perform a quality system assessment of the vendors who provide Seller with raw components/materials, sub-assemblies or contract services for Products. All such vendors who provide Seller with such materials and services as of the Effective Date are set forth on Exhibit F attached hereto, which Exhibit F will be amended from time to time as Seller’s vendors change. Buyer shall confirm in writing to Seller no later than ** ** days after the Effective Date (and no later than ** ** days after the date of any amendment to Exhibit F) the vendors listed on Exhibit F with which Buyer’s Oncology Business (defined below) has a pre-existing relationship (collectively, “Buyer’s Vendors”). Seller agrees to assist Buyer in arranging visits and inspection of the plants at which Seller’s vendors manufacture any component/material, sub-assembly or service for any Product. Seller shall not change the outsourcing of any sub-component of any Product unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. In addition, Seller shall obtain Buyer’s prior written approval, which Buyer shall not unreasonably withhold, with respect to each supplier, including a new supplier or a change to an existing supplier, of any material, component, sub-assembly or service relating to any Product as described in Section 3.1 hereof. For avoidance of doubt, Seller shall not incorporate into any Product any material, component or sub-assembly purchased from a third-party supplier, or permit any third party to perform services relating to a Product, unless approved in writing in advance by Buyer in accordance with Section 3.1 hereof. Buyer agrees, on behalf of its Oncology Business, not to contract directly with any vendors listed on Exhibit F, as amended, who supply Seller with Product components, for components of the Product for sale by Buyer’s Oncology Business during, and for a period of ** ** years after any termination or expiration of, this Agreement for any reason except as set forth in the next sentence; provided that this restriction in no way applies to or otherwise limits Buyer’s right to contract directly with (a) ** **, (b) Buyer’s Vendors, or (c) any vendor that Buyer introduces to Seller, and further, except as permitted in subclauses (a), (b) and (c) of this sentence, Buyer’s Oncology Business will not accept via intra-company transfer or otherwise such Product components purchased by Buyer or its Affiliates from Seller’...
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Seller’s Vendors. The following list is tentative as of the Effective Date, and Seller reserves the right to amend this list upon finalization and approval of the Specifications and Bxxx-of-Materials for the Product.
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Seller’s Vendors. At Buyer’s request, Seller shall perform a quality system assessment of the vendors who provide Seller with raw materials, components, sub-assemblies or contract services for any Products. Seller shall assist Buyer in arranging visits and inspection of the plants at which Seller’s vendors manufacture any raw material, component or sub-assembly relating to a Product or any service relating to a Product is performed.
Sample 1

Related to Seller’s Vendors

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • The Sellers Section 9.01

  • Buyers 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Vendors (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top 10 vendors, suppliers and service providers based on the aggregate Dollar value of the Company and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve (12) months for the period ending December 31, 2022 (the “Top Vendors”).

  • Buyers’ representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

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