Upon Buyer s placement of any Non-licensed Software in revenue generating service, Buyer shall pay the applicable right-to-use fees for such Non-licensed Software pursuant to this Agreement, except as described in Section 1.2. Buyer shall also have the option to pay the applicable right-to-use fees for any Non-licensed Software upon installation of a Software load containing such Non-licensed Software. For any Non-licensed Software that is installed and added pursuant to a product computing module load ("PCL") and or non-computing module load ("NCL"), if any, the right-to-use fees shall be the list price for such feature in effect as of the date of activation.
Upon Buyer s receipt of a complete Preliminary Due Diligence Package, Buyer, within five (5) Business Days, shall have the right to request, in Buyer's good faith business judgment, additional diligence materials and deliveries that Buyer shall specify on a Supplemental Due Diligence List. Upon Buyer's receipt of all of the Diligence Materials or Buyer's waiver thereof, Buyer within ten (10) Business Days and following receipt of internal credit approval, shall either (i) notify Seller of the Purchase Price and the Market Value for the New Collateral or (ii) deny, in Buyer's sole and absolute discretion, Seller's request for a Transaction. Buyer's failure to respond to Seller within ten (10) Business Days, as applicable, shall be deemed to be a denial of Seller's request for an Advance, unless Buyer and Seller have agreed otherwise in writing. Final Approval of New Collateral which is an Eligible Loan. Upon Buyer's notification to Seller of the Purchase Price and the Market Value for any New Collateral which is an Eligible Loan, Seller shall, if Seller desires to enter into a Transaction with respect to such New Collateral, satisfy the conditions set forth below (in addition to satisfying the conditions precedent to obtaining each advance, as set forth in Section 3(b) of this Agreement) as a condition precedent to Buyer's approval of such New Collateral as Collateral, all in a manner reasonably satisfactory to Buyer and pursuant to documentation reasonably satisfactory to Buyer:
Upon Buyer s request Supplier shall forthwith provide Buyer with all information relating to substances in the Deliverables that is reasonably necessary to enable Buyer to fulfill its own obligations in relation to the REACH Regulation and the CLP Regulation.
Upon Buyer s request Seller agrees to assist, provide and support Buyer or Buyer’s selected authorized third (3rd) parties with respect to the repair and refurbishment process development including documentation Spare parts within seven (7) calendar days. This support shall continue for a period of three (3) years after the last delivery of a Product (as stated in the Agreement) by Seller.
Upon Buyer s receipt of a complete Preliminary Due Diligence Package with respect to a proposed Transaction, Buyer shall have the right within two (2) Business Days, to request in a Supplemental Due Diligence List such additional Diligence Materials and deliveries that Buyer deems necessary to properly evaluate the New Loans. Upon Buyer's receipt of such Diligence Materials or Buyer's waiver thereof, Buyer shall within five (5) Business Days either (i) notify Seller of Buyer's intent to proceed with the Transaction and of its determination with respect to the Purchase Price and the Market Value for the related New Loans (such notice, a "Preliminary Approval") or (ii) deny, in Buyer's sole and absolute discretion, Seller's request for a Transaction. Buyer's failure to respond to Seller within five (5) Business Days, as applicable, shall be deemed to be a denial of Seller's request to enter into the proposed Transaction, unless Buyer and Seller have agreed otherwise in writing.
Upon Buyer s request, Bombardier shall execute and deliver to Buyer any documents that Buyer deems necessary or desirable in connection with any exemption from or reduction of or the contestation of or the defense against any imposition of Taxes. ARTICLE 5
Upon Buyer s giving Buyer's Notice, if at all, Buyer shall execute and deliver to Escrow Agent (as hereinafter defined) an appropriate amendment to the Note increasing the principal amount thereof according to the foregoing formula, taking into account the percentage of Company's Stock held or to be transferred into escrow at such time. Simultaneously, Seller and any other Controlled Company owning Stock shall transfer into escrow all of Seller's or such Controlled Company's right, title and interest in all of its Stock, such transfer to be made with appropriate assignments or stock powers making Buyer the assignee thereof pursuant to all the terms and conditions hereof. All of the Stock so transferred, whether at the time of execution hereof or upon Buyer's giving Buyer's Notice, if at all, shall be known as "Seller's Stock".
Upon Buyer s receipt of the Product, Buyer shall conduct a visual inspection of the Product. If, as a result of the visual inspection, Buyer discovers a non-conformity to this Agreement (a “Non-Conformity”) (e.g. wrong model), (i) Buyer shall inform Seller of the Non-Conformity within 30 business days after its receipt of the Product (such initial notice (tsuchi) shall not be treated as a claim (seikyu) for purposes of this Agreement), and (ii) the Parties shall resolve the situation through a claim process applying the same claim deadlines and remedies as set forth in Article 6. Any Non-Conformities that are not and cannot reasonably be ascertained by a visual inspection (e.g. Product quality problems and other Non-Conformities that become apparent only upon the use of the Product) shall be subject to the warranty provisions of Article 6. In such cases, (i) the deadline for the initial notice (tsuchi) of the Non-Conformity shall be the same as the deadline for the warranty claim (seikyu), and (ii) the initial notice of the Non-Conformity shall be deemed to be given at the time the warranty claim is made.
Upon Buyer s placement of any Non-licensed Software in- service, Buyer shall pay the applicable right-to-use fees for such Non-licensed Software pursuant to this Agreement, except as described in Section 1.1.
Upon Buyer s request, Seller shall provide to Buyer information regarding whether any third party identified by Buyer has been licensed under one or more Assigned Patents or under any other Transferred Intellectual Property, and the terms under which such third party was licensed, to enable Buyer to evaluate whether such license would impair Buyer’s ability to enforce one or more of the Assigned Patents or any other Transferred Intellectual Property against such third party.
