To Company. If Supplier desires to manufacture and supply such Enhanced or New Product(s), Supplier shall provide Company (a) a written production plan demonstrating Supplier's ability to satisfy the Performance Requirement, as described in the next sentence, for such Enhanced or New Product(s) (such plan shall include production locations and proposed dates for prototypes, sample production and full production) and (b) Supplier's proposed Price for such Enhanced or New Product(s). "Performance Requirement" shall mean the Company's reasonably prescribed performance standards for Material, including, but not limited to, quality, compliance with Specifications, delivery and service support, each determined in the case of an Enhanced Product with reference to standards for an Existing Product or family of Existing Products. The parties shall then negotiate in good faith to reach an agreement on such production plan's ability to satisfy the Performance Requirements and the Price to be charged for the Enhanced or New Product(s). In the event the parties agree on the production plan's satisfaction of the Performance Requirement and the Price for such Enhanced or New Product(s), and Supplier fulfills its obligations under the production plan (including the commencement of full production runs), then such Enhanced or New Product(s) will be added to Exhibit A for the purposes of this Agreement. All work performed by Supplier under this clause will be at Supplier's sole risk and expense, unless otherwise agreed to by the parties. If despite good faith negotiations the parties fail to agree (i) that the Enhanced or New Product(s) production plan satisfies the Performance Requirement or (ii) on a Price for the Enhanced or New Product(s), the parties agree to resolve the dispute through mediation as set forth in the Clause MEDIATION. In the event that as a result of such mediation, if necessary, the production plan is deemed to not satisfy the Performance Requirement, or the product plan slips the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the ("Volume/Price Letter") shall be adjusted to reflect the dollar amount purchased by Company from the other source or sources. If the Supplier desires not to make available for order by Company any Enhanced or New Product, the Company may purchase the Enhanced or New Product(s) from another source or sources and, the Volume/Price levels as outlined in the Volu...
To Company. (i) A bill of sale and assignment evidencing the contribution to Cxxxxny of those items described in paragraph 2 of Schedule 1.1(a), duly executed by RMUSA;
(ii) A limited warranty deed for each parcel of RMUSA Land duly executed by RMUSA, evidencing the contribution of the RMUSA Land to Company (the "RMUSA Warranty Deed");
(iii) A Title Policy for each parcel of RMUSA Land;
(iv) Any sales tax and real estate transfer tax returns, notice of sale of assets, inventory resale certificate or like governmental report required or permitted by any Governmental Authority having jurisdiction over the RMUSA Real Property;
(v) An affidavit pursuant to the Foreign Investment and Real Property Transfer Act in respect of the transfer of RMUSA Land;
(vi) Duly executed and assigned certificates of title for all vehicles/rolling stock being contributed to Company as part of the RMUSA Assets;
(vii) Resolutions adopted by the directors of RMUSA unanimously authorizing the execution and delivery of this Agreement and the transactions contemplated hereunder and appointing the person(s) authorized to consummate this transaction on behalf of RMUSA (the "RMUSA Authorized Person(s)");
(viii) A current Certificate of Good Standing of RMUSA from each of the states in which the RMUSA Business Locations are located;
(ix) A certificate executed by an authorized officer of RMUSA as to the incumbency of the RMUSA Authorized Person(s);
(x) Possession of the RMUSA Assets;
(xi) To the extent assignable, an assignment of the RMUSA Permits;
(xii) An instrument of assignment and assumption with respect to each RMUSA Assumed Contract (the "RMUSA Agreement Assignment and Assumption"), duly executed by RMUSA;
To Company. Integral grants to Company a non-exclusive, ----------- non-sublicensable, non-assignable, worldwide license under all of Integral's rights under the Licensed Patents to (i) make, use, offer to sell, sell or import Licensed Products in the Licensed Field; and (ii) internally use the Documentation and information provided solely for purposes of developing and manufacturing Licensed Products in the Licensed Field.
To Company. Upon disclosure by Microsoft to the Company of any Input regarding the Company Services, the product and service roadmap for the Company Services, or any other addition to the Company Services as presented to Microsoft by Company, Microsoft shall be deemed to have granted Company a nonexclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, assignable and transferable license as to such Input, including all intellectual property rights therein, to make, use, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell such Input (and derivative works thereof) as part of any Company software, products, technologies and services, and to sublicense any or all of the foregoing rights (but only with respect to Company’s software, products, technologies and services). Microsoft agrees that it shall not knowingly provide Company with any Input that is subject to license terms that seek to require any Company software, products, technologies or services incorporating or derived from such Input, or other Company intellectual property, to be licensed to or otherwise shared with any third party.
To Company. Notwithstanding Section 4.1. hereof, following production of all reports, in compliance with the Act, any samples containing Cannabis, that are not used during the testing process will be destroyed within ninety (90) days of receipt of same by COMPANY. Additionally, any samples containing Cannabis for which testing has not been initiated within 120 days of their receipt by COMPANY will be destroyed in accordance with COMPANY’S Standard Operating Procedures and the Act; it being further provided that, to the extent of any inconsistency between the Standard Operating Procedures and the Act, the terms of the Act shall prevail. Under no circumstances shall samples containing Cannabis be returned to CLIENT. COMPANY shall not be responsible for providing a refund or compensation for unused samples.
To Company. Parkx-Xxxxx Xxxrmaceutical Research 2800 Xxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxx 00000 Attn: Chairman with a copy to: Parkx-Xxxxx Xxxrmaceutical Research 2800 Xxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxx 00000 Attn: Assistant General Counsel
To Company. The Greenbrier Companies, Inc. Director — Human Resources Department Oxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxxxx, XX 00000
To Company. Escrow Agent shall release and deliver the Escrow ---------- Materials to Company upon the occurrence of any of the following events; provided, that if PPTI disputes the release event under this Section, then Escrow Agent shall not release the Escrow Materials until the dispute is resolved pursuant to Section 9(c) hereof:
(i) Upon the written instructions of PPTI;
(ii) Upon delivery to the Escrow Agent of (A) a copy of an order, judgment or decree adjudicating PPTI bankrupt or insolvent; (B) written notice that PPTI has commenced any case, proceeding or other action relating to it in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment ** Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. of its debts, or for any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; (C) PPTI has applied for a receiver, custodian or trustee of it or for all or a substantial part of its property, made an assignment for the benefit of its creditors; or (D) written notice that a case, proceeding or other action has been commenced against PPTI in bankruptcy, or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or if a receiver, custodian or trustee of PPTI or for all or substantially all of its properties shall be appointed; or if a warrant of attachment, execution or distraint, or similar process, shall be issued against any substantial part of the property of PPTI; and if in each such case in this clause (D) such condition shall continue for a period of ** undismissed, undischarged or unbonded;
(iii) With respect to relevant Commercial Production Escrow Materials only, upon delivery to Escrow Agent of written notice that PPTI has failed to exercise its manufacturing option or PPTI and Company fail to reach agreement on the terms of a manufacturing supply arrangement pursuant to Section 2.2 of the License Agreement;
(iv) With respect to Biomechanical Standard Formulation(s), ...
To Company. JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. Attn: Xxxx X. Xxxxx Xxxxxxx National Asset Management, LLC 000 Xxxx Xxxxxx Xxxxx, Suite 1000 Chicago, IL 60606
To Company. Fox Television Stations, LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attn: Vice President, Labor Relations Department;
