TMC. In addition to and not in lieu of the Continuing Guaranty, TMC warrants that upon delivery to Distributor: (a) the Product will be in compliance with Applicable Laws and all regulatory requirements of the FDA; (b) no Product will be adulterated, misbranded or otherwise prohibited within the meaning of Sections 501 and 502 of the Food Drug and Cosmetics Act (“FDCA”), or within the meaning of other Applicable Law; (c) the Product will not be merchandise which may not be introduced into interstate commerce pursuant to the requirements of Sections 404, 505, 514, 515, 516 or 520 of the FDCA; (d) the Product will be manufactured in accordance with current FDA Good Manufacturing Practices as required by 21 C.F.R. §§ 210 and 820; (e) the Product will be free from material defects in materials and workmanship; and (f) the Product will not violate or infringe upon the intellectual property rights of any third parties.
TMC. In addition to the indemnification obligations set forth in the Continuing Guaranty, TMC will indemnify, defend, and hold harmless Distributor, its affiliates, parents, subsidiaries, directors, officers, agents and employees (collectively, “Distributor Indemnitees”) from and against, and reimburse Distributor Indemnitees for, any and all claims, demands, actions, causes of action, losses, judgments, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and costs of settlement) (“Claims”) against Distributor Indemnitees to the extent arising out of: (a) TMC’s manufacture of the Product; (b) the death of, or bodily injury to, any person, or property damage resulting from the use of the Product or any defect in its design, workmanship or manufacture; (c) any recall or withdrawal of the Product, other than as a result of Distributor’s gross negligence or willful misconduct; (d) TMC’s violation of any Applicable Law; (e) any breach by TMC of any of its representations, warranties, covenants or agreements in this Agreement; or (f) any negligent act or omission of TMC. The foregoing indemnification will not apply to the extent any Claims result from the negligence or willful misconduct of Distributor.
TMC. TMC shall (i) direct the design, construction and facilitization of the Y6 Facility and (ii) exercise commercially reasonable efforts to ensure that the Y6 Facility is (A) insurable, (B) designed and constructed to mutually acceptable high levels of risk control **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. standards and (C) completed on a schedule consistent with achieving the First JV Wafer Out Date provided for in Section 2.2. TMC shall maintain the Y6 Facility at mutually acceptable high levels of risk control standards in accordance with current practice.
TMC. The TMC dispatches Caltrans Maintenance to assist CHP in managing traffic and/or to help with the cleanup of incidents. Additionally, Caltrans TMC will contact the Alameda CTC Operations and Maintenance Manager or designee to change the Express Lane mode as requested by the CHP Incident Commander. In the event that an Express Lane mode change is required, the TMC will make contact with the Alameda CTC Operations and Maintenance Manager or an agency representative as defined in Section 6.3.
TMC. The cost of the project will be borne by the States of Maharashtra and Andhra Pradesh in the ratio of 88:12, proportionately to the utilisation of water by each state. The area under submergence including land for dam and colony is 16063ha, which lies entirely in Maharashtra. The Andhra Pradesh part involves only a gravity canal and no submergence is involved. Copy of the draft agreement between the States of Maharashtra and Andhra Pradesh is appended as Annexure 3.3.1
TMC. TMC shall (i) direct the design, construction and facilitization of the Y6 Facility and (ii) exercise commercially reasonable efforts to ensure that the Y6 Facility is (A) insurable, (B) designed and constructed to mutually acceptable high levels of risk control standards and (C) completed on a schedule consistent with achieving the First JV Wafer Out Date provided for in Section 2.2. TMC shall maintain the Y6 Facility at mutually acceptable high levels of risk control standards in accordance with current practice.
