Technology Deliverables Sample Clauses

Technology Deliverables. (a) For each of the LM Product Lines, GE Aviation shall provide the Technology Deliverables set forth in Schedule 13 to BHGE. (b) Except as set forth on Schedule 13 or as otherwise expressly agreed by the Parties in writing and subject to ‎Section 6.04(a), GE Aviation shall not be obligated to provide the following: (i) drawings, material specifications, and manufacturing specifications relating to GE Aviation Background IP or GE Aviation Foreground IP; (ii) drawings of parts common to GE Aviation flight engines and Legacy LM Product Lines (excluding new product introductions), which are GE Aviation Background IP; (iii) material curves, Design Practices, Design Record Books, mathematical/software models; or (iv) any other GE Aviation Background IP (or Technology transfer in connection therewith) unless strictly necessary to employees of BHGE on a need-to-know basis for (a) use and integration of hardware supplied by GE Aviation with hardware or packaging of BHGE, unless separately licensed on a case-by-case or LM Product Line-specific basis, or (b) use by RSP personnel (e.g., as needed for the LM9000). (c) All Technology Deliverables set forth on Schedule 13 shall be considered Confidential Information of GE Aviation, subject to ‎Section 9.08, and GE Aviation Background IP. (d) To the extent required in light of Section 3.03(c)(iv) of Schedule 15 of the STDA and GE Aviation’s responsibilities thereunder, BHGE will continue to maintain all GE Aviation content provided under Schedule 13 (“GE Aviation Supplied Content”) for the ICD, cycle decks, IDM, IRM, IRD, RD, Departure Records, Service Bulletins, Operation Manuals, IPB, drawings, xxxx of materials, CID, RSS SPM, ESM and other documents provided thereunder (“BHGE Technical Documents”), as BHGE does as of the Trigger Date. BHGE will provide GE Aviation with all BHGE Technical Documents. Other than GE Aviation Supplied Content and GE Aviation Background IP, BHGE Technical Documents shall be considered confidential and BHGE Background IP. BHGE Technical Documents shall be considered Confidential Information of BHGE, subject to Section 9.08, and licensed to GE Aviation and its Affiliates in the Licensed Aviation Field of Use and Marine Field of Use. (e) In the event that GE Aviation agrees to provide any employees of BHGE access to GE Aviation drawings, specifications (as called out on the drawing), and CIDs, on a need-to-know, case-by-case basis, in a manner approved by GE Aviation, such as using GE Aviation...
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Technology Deliverables. SRS will provide the components of the proprietary XXXX system to the Red Trail Energy LLC, Richardton, North Dakota facility. The deliverables relating to providing the XXXX system are detailed in the following sections: 1.1 Process Design and Engineering Drawings 1.2 Included XXXX Components
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Technology Deliverables. Oasys further represents and warrants to Larscom that: (a) the Technology Deliverables as delivered to Larscom hereunder contain all technology, software, know-how and other information to enable a person of ordinary skill in the art to manufacture each of the Products; and (b) each unit of Product when so manufactured (and in the absence of any defect in materials or workmanship) would: (i) subject to the following subsection (ii), conform materially to its specifications as set forth in Exhibit C; (ii) comply with the following governmental and industry certification requirements as applicable to each Product: UL/cUL, NEBS-3 (once such Product has been certified), FCC and CE xxxx (once such Product has been certified) certifications; and (iii) materially comply with all other applicable federal, state and local laws and regulations. Notwithstanding the foregoing, Oasys makes no warranty (express, implied or statutory) with respect to a Product, nor will Oasys be held liable to Larscom for breach of warranty for any claim made against such Product, to the extent that such claim arises out of (i) a defect in Larscom's manufacture of that Product, including any defect in materials or workmanship, (ii) any modification to Oasys' specifications therefor by or on behalf of Larscom, or (iii) the use of such Product in a manner contrary to the published documentation for that Product. Notwithstanding the foregoing, the Product identified as Orion 5001 Shelf & Backplane (part no. 815-00074-002) will comply with the UL/cUL and NEBS-3 certification requirements once the certification process for such Product has been completed.
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Technology Deliverables. Technology Deliverables as defined in this Exhibit B identify the materials and information that Tellabs will need to receive from Occam to enable the manufacturing, marketing, sale, and support of the BLC Product both as branded as Tellabs product and Occam BLC product. The Technology Deliverables are divided into the categories defined below: Manufacturing Deliverables – Occam product documentation materials and information that describe and define the fabrication, assembly, and final test of the BLC Products that Tellabs will manufacture. These materials include both the documentation and information for the fabrication of the BLC Products and test fixture(s) that are integral to the successful manufacturing of BLC Products. Marketing and Sales Deliverables – Occam product descriptive materials including, but not limited to, electronic copies of product data sheets, applications notes, and customer documentation. Tellabs will be responsible for branding these materials prior to public distribution. Support Deliverables – Occam product debug guides, field notifications, and support tools that are commonly used by Occam customer support staff. In general and unless precluded from making changes as specified in this Agreement, Tellabs will make changes to these materials where necessary to reflect the branding of the BLC Product for sale by Tellabs. Where Tellabs is prohibited from making changes that are necessary to brand the BLC Product, Tellabs will deliver to Occam a Product Proposal Document (PPD) that defines the changes requested by Tellabs to complete the branding. Occam will respond to the PPD with a written acknowledgement of the product changes requested and a quotation detailing the cost in accordance with Exhibit E. As an example of changes that may be requested by Tellabs relevant to product branding, in accordance with Tellabs product naming conventions, will be changes to the initialization and log in banners displayed by the BLC Product.
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Technology Deliverables. The design and layout databases for Products and other technology deliverables identified on Schedule 2.1(c) (the "Technology Deliverables");
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Technology Deliverables. Within 15 days of the Effective Date, Chen shall deliver to HTL (to the extent such items are available to him using his best efforts) the items of the Covered Technology described in Exhibit A-2. Within thirty (30) days of the Effective Date, Chen shall deliver all other Covered Technology to HTL. All tangible documents, software and other items of the Covered Technology or containing, embodying or evidencing the Covered Technology, shall be delivered as follows: (i) the Covered Technology described in Exhibit A-2 shall be delivered via hand delivery to HTL on the Effective Date; and (ii) all other Covered Technology shall be delivered in the manner as provided where practical in Section 11.10 for notice, to HTL at its address first given above. If HTL believes any deliverable to be deficient or missing, HTL shall notify Chen of any deficiency, providing in writing detail of the nature and substance of the alleged deficiency, and Chen shall promptly correct or otherwise rectify any deficient or missing deliverable to the extent under Chen’s control or which Chen can, using his best efforts, correct or rectify, or obtain correction or rectification, from or through others. Chen shall have thirty (30) days to rectify any noticed deficiency or otherwise inform HTL of the reasons he is unable to provide the requested thing.
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Related to Technology Deliverables

  • SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.

  • SERVICE DELIVERABLES You will receive service on the Covered Product as described below: Carry-In: Unless otherwise provided in this Agreement, the Covered Product must be shipped or delivered and retrieved by You at Our authorized service center during normal business hours. In-Home/On-Site: Service will be performed in Your home or on-site as indicated on the Declarations Page of this Agreement, or on Your sales receipt or invoice provided You have fulfilled the following requirements: (1) provide Our authorized technician with accessibility to the Covered Product; (2) provide a non-threatening and safe environment for Our authorized technician; and (3) an adult over the age of 18 must be present for the period of time Our authorized technician is scheduled to provide service and while Our authorized technician is on Your property servicing the Covered Product. In-Home Service will be provided by Our authorized service provider during regular business hours, local time, Monday through Friday, except holidays. Our authorized service center may opt to remove the Covered Product to perform service in-shop. The Covered Product will be returned upon completion. Additional time and mileage charges for in-home repairs outside of twenty-five (25) contiguous land miles or the normal service radius of Our authorized service center are not covered by this Agreement, and are Your responsibility.

  • Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.

  • Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives. C.1. <Title> Deliverable 1

  • Company Deliverables The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

  • Other Deliverables For any Deliverable that is not a System Deliverable, the applicable Work Order will set forth the acceptance criteria and other testing required for District to evaluate and accept (or, where necessary, reject) such Deliverable; provided, however, that in no case will a Deliverable be accepted by District until District has provided Contractor with District’s written acceptance thereof.

  • Closing Deliverables (a) At the Closing, the Company will deliver or cause to be delivered to OmniLit: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) evidence reasonably satisfactory to the OmniLit that the requirements set forth in Section 3.4 have been fulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the secretary of the Company certifying the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of this Agreement and its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (v) the Registration Rights Agreement, duly executed by the Major Company Stockholders who have elected to execute the Registration Rights Agreement; (vi) the Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware; (viii) a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, OmniLit will deliver or cause to be delivered: (i) to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock for further distribution to the Company’s stockholders pursuant to Section 3.2, provided, that, for the avoidance of doubt, such shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) to the Company, a certificate signed by an officer of OmniLit, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of OxxxXxx and Mxxxxx Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

  • Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Seller Deliverables At the Closing, Seller shall deliver, or cause to be delivered (each, a “Seller Deliverable”, and, collectively, the “Seller Deliverables”): i. to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 5(a) of the Real Estate Purchase Agreement, in each case, duly executed by the applicable Selling Entities or Real Estate Sellers; ii. to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of such Selling Entity for U.S. federal income tax purposes); iii. to OpCo Purchaser, stock or other applicable ownership certificates representing all of the outstanding OpCo Acquired Interests; iv. to OpCo Purchaser, the Intellectual Property License, duly executed by the applicable Selling Entities; v. to OpCo Purchaser, the Transition Services Agreement, duly executed by the applicable Selling Entities, if applicable; vi. to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; vii. to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; viii. to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Seller; ix. to each of OpCo Purchaser and PropCo Purchaser, the Contingent Lease Support Agreement, duly executed by Seller; x. to OpCo Purchaser, an aggregate amount of cash equal to the Reserve Amount (as defined in the Contingent Lease Support Agreement); xi. to the Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or instrument reasonably required by the Title Company in order to effectuate the issuance of the Title Policy subject only to Permitted Liens; and xii. to each of OpCo Purchaser and PropCo Purchaser, as applicable, each of the other Ancillary Agreements, duly and validly executed by the parties thereto other than OpCo Purchaser or PropCo Purchaser.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses. 11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.

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