Shipments in Process Sample Clauses

Shipments in Process. (a) All revenue generated, expenses incurred, and all liabilities for shipments loaded and services performed on or prior to the Closing Date, will be retained and/or paid by Seller. All revenue generated, expenses incurred, and all liabilities with respect to shipments loaded and services performed after the Closing Date will be retained and/or paid by Buyer. The parties agree to cooperate with each other following the Closing with respect to this division of responsibility. Specifically, each party agrees to promptly forward any claims, payments, correspondence or other documents or matters that it might receive that should have been directed to the other party. Without intending to limit the foregoing, if a party collects a receivable that belongs to the other party (i.e., Seller-owned if it relates to a shipment loaded on or before the Closing Date; Buyer-owned if it relates to a shipment loaded after the Closing Date), the collecting party will forward such payment to the other party within five business days of the collecting party’s receipt thereof. For purposes of this Section 4.5 and the indemnity provisions set forth in Sections 11.1(g) or 11.2(e), a shipment is deemed loaded when the driver executes a bxxx of lading for the shipment and a service is deemed performed when the service is provided. (b) If Buyer and Seller are unable to resolve any disagreement with respect to such revenue, expenses or liabilities for shipments, within thirty (30) days following the receipt of or request for such amounts, then the items in dispute will be referred to the Chicago office of BDO Sxxxxxx, LLP (the “Accountants”) for final arbitration within forty-five (45) days after submitting the matter to the Accountants, which arbitration shall be in accordance with this Section 4.5(b) and final and binding on both Buyer and Seller. With respect to this Section 4.5(b), (i) the Accountants shall act as an arbitrator to determine, based solely on presentations by Buyer and Seller, and not by independent review, only those amounts still in dispute; (ii) Buyer and Seller agree to execute, if requested by the Accountants, a reasonable engagement letter; and (iii) the fees and expenses of the Accountants shall be allocated between Buyer and Seller so that Seller’s share of such fees and expenses shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsucce...
Sample 1
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Shipments in Process. All revenue generated, expenses incurred, and all liabilities for shipments loaded on or prior to the Closing Date, will be retained and/or paid by Seller. All revenue generated, expenses incurred, and all liabilities with respect to shipments loaded after the Closing Date will be retained and/or paid by Buyer. The parties agree to cooperate with each other following the Closing with respect to this division of responsibility. Specifically, each party agrees to promptly forward any claims, payments, correspondence or other documents or matters that it might receive that should have been directed to the other party. Without intending to limit the foregoing, if a party collects a receivable that belongs to the other party (i.e., Seller-owned if it relates to a shipment loaded on or before the Closing Date; Buyer-owned if it relates to a shipment loaded after the Closing Date), the collecting party will forward such payment to the other party within two business days of the collecting party’s receipt thereof. For purposes of this Section 3.6 and the indemnity provisions set forth in Sections 11.1(e) and 11.2(f), a shipment is deemed loaded when the driver executes a xxxx of lading for such shipment.
Sample 1

Related to Shipments in Process

  • Shipments The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties.

  • Shipment Dell will ship the APEX System to the Site when included as part of the APEX Service. The terms and process for shipment and delivery of the APEX System will be stated in the applicable Service Offering Description.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

  • Supply of Goods 6.1 In consideration of UKRI’s agreement to pay the Charges, the Supplier shall supply all Goods in accordance with the Agreement and any Contract. In particular, the Supplier warrants that the Goods shall: (a) conform with their description in the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by UKRI, expressly or by implication, and in this respect UKRI relies on the Supplier's skill and judgement. The Supplier acknowledges and agrees that the approval by UKRI shall not relieve the Supplier of any of its obligations under this sub-clause; (c) where applicable, be free from defects (manifest or latent), in materials and workmanship and remain so for 12 months after Delivery; (d) be free from design defects; (e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; (f) be supplied in accordance with all applicable legislation in force from time to time; and (g) be destined for supply into, and fully compliant for use in, the United Kingdom (unless specifically stated otherwise in the Specification). 6.2 In supplying the Goods, the Supplier shall co-operate with UKRI in all matters relating to the supply of the Goods and comply with all of UKRI’s instructions. 6.3 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement. 6.4 UKRI and its representatives shall have the right to inspect and test the Goods at any time before Delivery. 6.5 If following such inspection or testing UKRI considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 6.1, UKRI shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 6.6 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under this Agreement, and UKRI shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions. 6.7 UKRI’s rights under the Agreement are without prejudice to and in addition to the statutory terms implied in favour of UKRI under the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 and any other applicable legislation as amended.

  • Recycled Products The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. References: 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 (More than $10,000)

  • REJECTION OF GOODS Notwithstanding any other rights of, or remedies available to UNDP under the Contract, in case any of the Goods are defective or otherwise do not conform to the specifications or other requirements of the Contract, UNDP, at its sole option, may reject or refuse to accept the Goods, and within thirty (30) days following receipt of notice from UNDP of such rejection or refusal to accept the Goods, the Contractor shall, in sole option of UNDP: 11.7.1 provide a full refund upon return of the Goods, or a partial refund upon a return of a portion of the Goods, by UNDP; or, 11.7.2 repair the Goods in a manner that would enable the Goods to conform to the specifications or other requirements of the Contract; or, 11.7.3 replace the Goods with Goods of equal or better quality; and, 11.7.4 pay all costs relating to the repair or return of the defective Goods as well as the costs relating to the storage of any such defective Goods and for the delivery of any replacement Goods to UNDP.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Stored Materials The Department shall not be required to pay for materials stored at the site or stored at other locations absent prior written authorization to do so, which authorization may be withheld at the Department's sole discretion. If the Department expressly agrees to pay for materials stored at the site but not yet incorporated into the Work, the Application for Payment may also include a request for payment of the cost of such materials, if the materials have been delivered to the site, and suitably stored. Such requests shall be documented by appropriate invoices and bills of sale. Payment for stored materials shall be conditioned also on the Design-Builder’s representation that it has inspected the material and found it to be free from defect and otherwise in conformity with this Agreement, and on satisfactory evidence that the materials are insured under the builder’s risk policy. Further, if the Design-Builder requests the Department to allow payments for storage of materials offsite, the Design-Builder shall be required, inter alia, to agree to execution of proper documentation to afford the Department a secured interest in the materials upon payment.

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