Target Products. A complete and accurate list of each of the Target Products as of the date hereof, and each material product release, including new version releases of Target Products, identified on Target’s or its Subsidiaries’ existing product roadmap, is set forth in 3.10 of the Target Disclosure Schedule. Except as set forth in 3.10 of the Target Disclosure Schedule, Target has provided to Acquiror a copy of its internal database tracking reported bugs, errors and defects in the Target Products. Without limiting the generality of the foregoing neither Target nor any Subsidiary of Target has recalled or been required to recall any Target Products.
Target Products. A complete and accurate list of each of the Target Products, is set forth in Section 3.10 of the Target Disclosure Schedule. Except as set forth in Section 3.10 of the Target Disclosure Schedule:
(a) all Target Products sold, licensed, leased, delivered or otherwise made available by Target and its Subsidiaries to any Person and all services provided by or on behalf of Target and its Subsidiaries to any Person on or prior to the Closing Date (including all installation services, programming services, integration services, repair services, maintenance services, support services, training services and upgrade services) materially: conform and comply with the terms and requirements of all applicable contractual obligations, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), packaging, advertising and marketing materials, product or service specifications and documentation, and Applicable Law;
(b) no customer or other Person has asserted in writing or threatened in writing to assert any claim against Target or any Subsidiary of Target under or based upon any contractual obligation or warranty provided by or on behalf of Target or any Subsidiary of Target, including with respect to any Target Products; and
(c) Target has provided to Acquiror a list identifying and describing all known material: bugs, errors and defects in the Target Products. Target has disclosed in writing to Acquiror all material information relating to any material: problem or issue with respect to any of the Target Products that adversely affects, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Target Products. Without limiting the generality of the foregoing, to the Knowledge of Target, (i) there have been and are no defects, malfunctions or nonconformities in any Target Products; (ii) there have been and are no claims asserted against Target or any of the Subsidiaries of Target or against any of their respective distributors or customers related to the Target Products; and (iii) neither Target nor any Subsidiary of Target has recalled or been required to recall any Target Products.
Target Products. The products, services and merchandise sold by Target at the Stores (which shall not include CVS Products or Pharmacy Services).
Target Products. 1.1 The Products information purchased by Party A from Party B is as follows: Model Quantity Computing Power（T） Power Consumption Per Unit（KW） Love Core A1 449 9,878 2.4 Core Motion T2T 150 3,750 2.3 Ant S9 500 6,500 1.3 Avalon 910/910S 1,684 30,312 1.5 Total 2,783 50,440 -
1.2 After the transaction is completed, the ownership of the Products belongs to Party A, and Party A entrusts Party B to manage the Products free of charge; Party B undertakes to achieve the following levels of income: Love Core a1 2.2 7,758 21,731 13,973 Core Motion T2T 2.2 2,484 8,250 5,766 Ant s9 2.2 4,680 14,300 9,620 Avalon 910/910S 2.2 18,187 66,686 48,499 Total 33,109 110,967 77,858 Note: Based on BTC current price of RMB 336,600, electricity is calculated at RMB 0.3. Party B undertakes that the total profit net of electricity expenditures of the Products from March 10, 2021 through March 9, 2022 shall be at least RMB 28,418,170 (the “Committed Net Profit”). The Committed Net Profit shall be independent of any fluctuations in the BTC price.
1.3 Under this Agreement, the monetary units are RMB / Yuan. Regardless of the method in which Party A pays the price under this Agreement, and regardless of the method in which Party B pays the refundable amount under this Agreement, the unit price of the Products under this Agreement, the total amount of the price, the amount paid by Party A and the amount returned by Party B to Party A shall be calculated in accordance with the monetary unit (i.e. RMB) agreed in this Agreement, and the exchange rate shall be based on the exchange rate at the time of payment.
Target Products. (a) A complete and accurate list of each of the Target Products offered for license by Seller since October 1, 2011, together with a brief description of each, is set forth in Section 3.9 of the Target Disclosure Schedule.
(b) The Commercially Released Target Products are the only Target Products that have been sold, licensed, leased, delivered or otherwise made available by Target to any Person and the only technology that Target has used in the provision of all services provided by or on behalf of Target to any Person (including all installation services, programming services, integration services, repair services, maintenance services, support services, training services and upgrade services) on or during the two (2) year period prior to the Closing Date. The Commercially Released Target Products conform and comply with the terms and requirements of all applicable contractual obligations, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), packaging, advertising and marketing materials, product or service specifications and documentation, and Applicable Law.
(c) No customer or other Person has asserted or threatened to assert any claim against Target under or based upon any contractual obligation or warranty provided by or on behalf of Target, including with respect to any Target Products.
(d) Section 3.9(d) of the Target Disclosure Schedule sets forth a list identifying and describing all known bugs, errors and defects, which exist as of September 24, 2013 in the Target Products. Target has disclosed in writing to Parent Acquiror all information relating to any known problem or known issue with respect to any of the Target Products that adversely affects, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Target Products. Without limiting the generality of the foregoing, during the two (2) year period prior to the date hereof (i) there have been no written claims (not including customer communications made in the ordinary course) asserted against Target or to Knowledge of Target against any of Target’s distributors or customers in each case related to the Target Products; and (ii) Target has not recalled or been required to recall any Target Products.
Target Products. The Parties shall diligently pursue the design, development and ultimate commercialization of Target Products designated by the Managing Committee. For each Target Product designated as such by the Parties, the Managing Committee shall develop an Implementation Strategy, which shall consist of a comprehensive plan with respect to such activities. It is the intention of the Parties that they will cooperate jointly in such activities, as from time-to-time mutually determined by the Managing Committee and agreed to by the Parties. The Parties currently contemplate that the Implementation Strategies with respect to each Target Product may be developed in one or more phases, and may include or address, without limitation, the following:
A. Formulation of Guardian 3i imaging technologies for delivery via Confirma, including, without limitation, enhancement, clarification, detection, and characterization technologies. Confirma shall be responsible generally for developing appropriate MRI product/technology alternatives.
B. Clinical research, including the design, development, implementation and analysis of joint clinical trials and protocols, feasibility studies and similar activities from time-to-time agreed to by the Parties.
C. Strategies and physical requirements for the integration of the Guardian 3i technologies relative to the Target Products.
D. Market research activities.
E. Patent strategies with respect to Project Intellectual Property.
F. Strategies and activities relative to the requisite regulatory approvals of and post-market regulatory compliance for the components of the Target Products.
G. Market development activities, which may include, without limitation, educational and other programs for healthcare professionals and third-party payors.
H. Marketing activities, which may include, without limitation, activities directed to patients, healthcare professionals and third party payors.
I. Clinical and technical services to provide support relative to the delivery systems for the Target Products, which may be based upon the current Confirma model of providing technical services for Confirma Products and 24-hour clinical services.
J. Sales and related worldwide distribution activities relating to the Target Products, including the composition and structure of the sales force or distribution network, or other method of distribution (which may involve third parties with which the Parties may collaborate hereunder), all of which will be determined in t...
Target Products. (a) Section 2.11(a) of the Target Disclosure Schedule contains a correct and complete list and description of all products that have been sold, licensed, leased or otherwise distributed by Target directly or indirectly through resellers (the “Target Products”).
(b) The Target Products and Target Owned Software: (i) are free from significant defects in design, workmanship and materials and substantially conforms in all material respects to the written specifications therefor; and (ii) do not contain any disabling device, virus, worm, back door, trojan horse or other disruptive or malicious code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data other than code intended to limit use of the Target Owned Software in accordance with the license terms. Target has not received any warranty claims, contractual terminations or requests for settlement or refund due to the failure of the Target Products to meet specifications or otherwise to satisfy end user needs or for harm or damage to any third party caused by such failure.
(c) Section 2.11(c) of the Target Disclosure Schedule sets forth a complete list, by computer program, of (i) all persons other than Target that have been provided with the source code or have a right to be provided with the source code (including any such right that may arise after the occurrence of any specified event or circumstance, either with or without the giving of notice or passage of time or both) for any of the Target Owned Software, and (ii) all source code escrow agreements relating to any of the Target Owned Software (setting forth as to any such escrow agreement the source code subject thereto and the names of the escrow agent and all other persons who are beneficiaries of such escrow agreement), and identifies with specificity all agreements and arrangements pursuant to which the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby would entitle any third party or parties to receive possession of the source code for any of the Target Owned Software or any related technical documentation. Target has taken reasonable physical and electronic security measures to prevent disclosure of source code for any of the Target Owned Software.
