Common use of Supplier Clause in Contracts

Supplier. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement until such obligations have been assumed by the assignee and all necessary consents have been obtained. Any assignment in violation of this Section 15.3 shall be void; provided, however, the Company may assign any or all of its rights and obligations under this Agreement, without the BGS-RSCP Supplier’s consent, to any entity succeeding to all or substantially all of the assets of the Company, if such assignee agrees, in writing, to be bound by all of the terms and conditions hereof and all necessary regulatory approvals are obtained. The BGS-RSCP Supplier may, with prior written notice to the Company but without obtaining the approval of the Company, assign the accounts, revenues or proceeds under this Agreement to a third party. The Company agrees that, following receipt of such notice of the assignment of accounts, revenues or proceeds and such other documentation that the Company may reasonably request, the Company will pay amounts becoming due to the assigning BGS-RSCP Supplier under this Agreement directly to the designated assignee; provided, however, that nothing herein shall enlarge or expand the rights of such designated assignee beyond the rights granted to the BGS-RSCP Supplier and the right of such designated assignee to receive payments shall be subject to all defenses, offsets and claims of the Company arising under this Agreement. The Company further agrees that, in the event necessary regulatory approvals to effectuate an assignment have been sought in good faith but that action by the regulatory body is pending, the Company shall accept the performance of the proposed assignee as a Party to this Agreement, as co-obligor with the Party proposing to assign its interest, until such approvals are obtained; provided that, in the event the regulatory body declines to grant its approval (or, in the discretion of the Company, in the event the application seeking approval is still pending without action by the regulatory body after ninety (90) days), the request for approval of the assignment shall be deemed to have been rejected.

Supplier. No assignment shall, upon request of this Agreement shall relieve Buyer and to the assigning Party extent permitted by applicable law, provide to Buyer (I) for export evaluation purposes, the country of any citizenship and permanent residence and immigration status of its obligations under this Agreement until such obligations have been assumed by Personnel, (II) written confirmation (i) that Supplier Personnel are eligible to work in the assignee country where the services are being provided and all necessary consents have been obtained. Any assignment in violation of this Section 15.3 shall be void; provided, however, the Company may assign any or all of its rights and obligations under this Agreement, without the BGS-RSCP Supplier’s consent, to any entity succeeding to all or substantially all of the assets of the Company, if such assignee agrees, in writing, to be bound by all of the terms and conditions hereof and all necessary regulatory approvals are obtained. The BGS-RSCP Supplier may, with prior written notice (ii) to the Company but without obtaining the approval of the Company, assign the accounts, revenues or proceeds under this Agreement to a third party. The Company agrees that, following receipt of such notice of the assignment of accounts, revenues or proceeds and such other documentation that the Company may reasonably request, the Company will pay amounts becoming due to the assigning BGS-RSCP Supplier under this Agreement directly to the designated assignee; provided, howeverextent required by applicable law, that nothing herein Supplier participates in eVerify pursuant to applicable Executive Order(s) and United States Department of Homeland Security, and (III) if specific education requirements are required by Buyer, proof of education for Supplier Personnel; shall enlarge or expand the rights of instruct its Personnel that employment related issues should be brought forward to Supplier (and not Buyer) and shall notify Buyer promptly where such designated assignee beyond the rights granted issues relate to the BGS-RSCP Supplier and the right of such designated assignee to receive payments shall be subject to all defenses, offsets and claims of the Company arising under this Agreement. The Company further agrees that, in the event necessary regulatory approvals to effectuate an assignment have been sought in good faith but that action by the regulatory body is pending, the Company shall accept the performance of the proposed assignee as a Party to this Agreement, as co-obligor with the Party proposing to assign its interest, until such approvals actions which are obtained; provided that, in the event the regulatory body declines to grant its approval (or, in the discretion of the Company, in the event the application seeking approval is still pending without action by the regulatory body after ninety (90) days), the request for approval of the assignment shall be deemed alleged to have been rejectedtaken by Buyer or its Personnel to enable Buyer to investigate as necessary; is and shall remain responsible for the day to day supervision, control, terms and conditions, hiring, verification of eligibility to work, discipline, performance management, termination, counseling, scheduling, compensation, benefits and other activities, withholdings, health and safety of Supplier Personnel, and shall ensure Supplier Personnel do not seek to obtain the same from Buyer. To avoid any confusion, Supplier remains the employer of Supplier Personnel at all times. Further, this Agreement does not create an employment relationship between Buyer and Supplier Personnel; shall provide written confirmation to each Supplier Personnel that Supplier remains the employer of Supplier Personnel, assignment to Buyer does not create an employer/employee relationship, Buyer is not their employer, and they are not entitled to Buyer benefits. Supplier is obligated to provide such notice upon request by Xxxxx.; acknowledges that Buyer has no responsibility for reviewing or approving timesheets; however, Buyer may review such timesheets for billing verification purposes only; is responsible for the actions and inactions of Supplier Personnel and compliance by Supplier Personnel with the requirements of this PO; agrees that Xxxxx retains the right to refuse to accept Supplier Personnel made available by Supplier to perform services hereunder and may request the removal of Supplier Personnel from assignment under this PO, for any lawful reason at Buyer’s sole and reasonable discretion.

Supplier. No assignment agrees that ODM shall be the supplier to *** for the Products specified in the Addendum until the end of the Term or earlier termination of this Agreement such that ODM shall relieve not, during the assigning Party Term of any of its obligations under this Agreement until such obligations have been assumed by the assignee and all necessary consents have been obtained. Any assignment in violation of this Section 15.3 shall be void; provided, however, the Company may assign any or all of its rights and obligations under this Agreement, produce or sell any Products set forth in Product Addenda B-1 to B-5 inclusively (and any subsequent Addendum) or any other product which is identical (unless stated otherwise in the exclusivity paragraph of each applicable Addendum) with the applicable Product to any third party that is not an Affiliate, in any jurisdiction (unless stated otherwise in the Addendum). ODM agrees and acknowledges that it is supplying Products pursuant to this Agreement for resale by *** to third parties in all jurisdictions throughout the world without further payment by *** to ODM except as expressly set forth in any applicable Purchase Order. Notwithstanding the BGS-RSCP Supplier’s consentforegoing, should ODM be unable to meet delivery schedules for Products specified in any Purchase Order or in the amounts forecast in the Rolling Forecasts set forth in Section 3 below, *** shall have the temporary right, provided such inability to meet delivery schedules for Product persists for a period of sixty (60) days, to have those Products for which ODM is not able to meet forecasted delivery schedules produced in-house or by third parties under agreement with ***. Such *** or third party production may continue until such time as ODM notifies *** in writing that it is again able to meet forecasted delivery schedules. In case of such in-house or third party production - *** shall guarantee to the ODM’s satisfaction that such production shall not infringe, harm, miss-use, or expose in any entity succeeding to all or substantially all way the intellectual property rights of the assets ODM It is hereby agreed that in respect of such Products produced in house by *** or by a third party in accordance with the preceding sentence, until such time as ODM notifies *** that it can resume Product deliveries to *** as described in the preceding sentence, *** shall be solely responsible for the quality, warranty, fitness of use and compliance with all laws, regulations and standards in respect of the Company, if such assignee agrees, Products produced by *** or its subcontractors or any third party producing the Product for *** and ODM shall bear no responsibility whatsoever in writing, to be bound by all respect of said Products. For the sole purpose of the terms and conditions hereof and immediately preceding paragraph, ODM grants to *** a limited royalty-free license to use all intellectual property necessary regulatory approvals are obtained. The BGSto produce the Products only during the periods during which *** is entitled to produce the Products in-RSCP Supplier may, with prior written notice to house or have the Company but without obtaining the approval of the Company, assign the accounts, revenues or proceeds under this Agreement to Products produced by a third party. The Company agrees that, following receipt of such notice of the assignment of accounts, revenues or proceeds and such other documentation that the Company may reasonably request, the Company will pay amounts becoming due to the assigning BGS-RSCP Supplier under this Agreement directly to the designated assignee; provided, however, that nothing herein shall enlarge or expand the rights of such designated assignee beyond the rights granted to the BGS-RSCP Supplier and the right of such designated assignee to receive payments shall be subject to all defenses, offsets and claims of the Company arising under this Agreement. The Company further agrees that, as described in the event necessary regulatory approvals to effectuate an assignment have been sought in good faith but that action by the regulatory body is pending, the Company shall accept the performance of the proposed assignee as a Party to this Agreement, as co-obligor with the Party proposing to assign its interest, until such approvals are obtained; provided that, in the event the regulatory body declines to grant its approval (or, in the discretion of the Company, in the event the application seeking approval is still pending without action by the regulatory body after ninety (90) days), the request for approval of the assignment shall be deemed to have been rejectedpreceding paragraph and subject thereto.

Supplier. No assignment The Stellar Group agrees and consents subject to final payment By: /S/ (ILLEGIBLE) ------------------------------- Title: VP CONTROLLER ------------------------------- CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT General Electric Capital Corporation 00 Xxx Xxxxxxxxx Xxxx Xxxxxxx, XX 00000 Gentlemen: You (and/or your successors or assigns, "you") have entered into or purchased one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, notes and other choses in action (herein designated "Accounts") arising from the bona fide sale or lease to us, by various vendors or lessors, of this Agreement equipment and inventory (herein designated "Collateral") and/or you have made direct loans to or otherwise extended credit to us evidenced by Accounts creating security interests in Collateral. In order to induce you to extend our time of payment on one or more Accounts and/or to make additional loans to us and/or to purchase additional Accounts and/or to lease us additional equipment, and in consideration of you so doing, and for other good and valuable consideration, the receipt of which we hereby acknowledge, we agree as follows: All presently existing and hereafter acquired Collateral in which you have or shall relieve have a security interest shall secure the assigning Party payment and performance of all of our liabilities and obligations to you of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing or hereafter created Accounts or agreements, or otherwise. We further agree that your security interest in the property covered by any Account now held or hereafter acquired by you shall not be terminated in whole or in part until and unless all indebtedness of its obligations under this Agreement until such obligations every kind, due or to become due, owed by us to you is fully paid and satisfied and the terms of every Account have been assumed fully performed by the assignee and us. It is further agreed that you are to retain your security interest in all necessary consents have been obtained. Any assignment in violation of this Section 15.3 shall be void; provided, however, the Company may assign any or all of its rights and obligations under this Agreement, without the BGS-RSCP Supplier’s consent, to any entity succeeding to all or substantially all of the assets of the Company, if such assignee agrees, in writing, to be bound property covered by all of Accounts held or acquired by you, as security for payment and performance under each such Account, notwithstanding the terms and conditions hereof and all necessary regulatory approvals are obtained. The BGS-RSCP Supplier may, with prior written notice to the Company but without obtaining the approval of the Company, assign the accounts, revenues fact that one or proceeds under this Agreement to a third party. The Company agrees that, following receipt more of such notice of Accounts may become fully paid. This instrument is intended to create cross-default and cross-security between and among all the assignment of accounts, revenues within described Accounts now owned or proceeds and such other documentation that the Company may reasonably request, the Company will pay amounts becoming due to the assigning BGS-RSCP Supplier hereafter acquired by you. A default under this Agreement directly to the designated assignee; provided, however, that nothing herein shall enlarge any Account or expand the rights of such designated assignee beyond the rights granted to the BGS-RSCP Supplier and the right of such designated assignee to receive payments shall be subject to all defenses, offsets and claims of the Company arising under this Agreement. The Company further agrees that, in the event necessary regulatory approvals to effectuate an assignment have been sought in good faith but that action by the regulatory body is pending, the Company shall accept the performance of the proposed assignee as a Party to this Agreement, as co-obligor with the Party proposing to assign its interest, until such approvals are obtained; provided that, in the event the regulatory body declines to grant its approval (or, in the discretion of the Company, in the event the application seeking approval is still pending without action by the regulatory body after ninety (90) days), the request for approval of the assignment agreement shall be deemed to be a default under all other Accounts and agreements. A default shall result if we fail to pay any sum when due on any Account or agreement, or if we breach any of the other terms and conditions thereof, or if we become insolvent, cease to do business as a going concern, make an assignment for the benefit of creditors, or if a petition for a receiver or in bankruptcy is filed by or against us, or if any of our property is seized, attached or levied upon, provided however that in the event of an involuntary petition, being filed against us, it shall not be a default if such petition is dismissed within forty-five (45) days. Upon our default any or all Accounts and agreements shall, at your option, become immediately due and payable without notice or demand to us or any other party obligated thereon, and you shall have been rejectedand may exercise any and all rights and remedies of a secured party under the Uniform Commercial Code as enacted in the applicable jurisdiction and as otherwise granted to you under any Account or other agreement. We hereby waive, to the maximum extent permitted by law, notices of default, notices of repossession and sale or other disposition of collateral, and all other notices, and in the event any such notice cannot be waived, we agree that if such notice is mailed to us postage prepaid at the address shown below at least five (5) days prior to the exercise by you of any of your rights or remedies, such notice shall be deemed to be reasonable and shall fully satisfy any requirement for giving notice. All rights granted to you hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing Account, agreement, statute or rule of law. This agreement may not be varied or altered nor its provisions waived except by your duly executed written agreement. This agreement shall inure to the benefit of your successors and assigns and shall be binding upon our heirs, administrators, executors, legal representatives, successors and assigns.

Supplier. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement until such obligations have been assumed by the assignee and all necessary consents have been obtained, including the obligation of the BGS-RSCP Supplier to satisfy the Energy Portfolio Standards with respect to the BGS-RSCP Supplier Responsibility Share for the period preceding the assignment. Any assignment in violation of this Section 15.3 shall be void; provided, however, the Company may assign any or all of its rights and obligations under this Agreement, without the BGS-RSCP Supplier’s consent, to any entity succeeding to all or substantially all of the assets of the Company, if such assignee agrees, in writing, to be bound by all of the terms and conditions hereof and all necessary regulatory approvals are obtained. The BGS-RSCP Supplier may, with prior written notice to the Company but without obtaining the approval of the Company, assign the accounts, revenues or proceeds under this Agreement to a third party. The Company agrees that, following receipt of such notice of the assignment of accounts, revenues or proceeds and such other documentation that the Company may reasonably request, the Company will pay amounts becoming due to the assigning BGS-RSCP Supplier under this Agreement directly to the designated assignee; provided, however, that nothing herein shall enlarge or expand the rights of such designated assignee beyond the rights granted to the BGS-RSCP Supplier and the right of such designated assignee to receive payments shall be subject to all defenses, offsets and claims of the Company arising under this Agreement. The Company further agrees that, in the event necessary regulatory approvals to effectuate an assignment have been sought in good faith but that action by the regulatory body is pending, the Company shall accept the performance of the proposed assignee as a Party to this Agreement, as co-obligor with the Party proposing to assign its interest, until such approvals are obtained; provided that, in the event the regulatory body declines to grant its approval (or, in the discretion of the Company, in the event the application seeking approval is still pending without action by the regulatory body after ninety (90) days), the request for approval of the assignment shall be deemed to have been rejected.