Other Agreement The provisions of this Section 5 shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholder may otherwise have entered into for the allocation of such expenses between them.
Contract As used in this document, “Contract” (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Exhibits, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties. All Contract Exhibits listed below are incorporated in their entirety into, and form part of, this Contract. The Contract document and Exhibits shall have priority in the following order:
SUBJECT-MATTER OF THE CONTRACT The subject of this Contract is the obligation on the part of the Seller to deliver and transfer into the Buyer’s ownership: the Czochralski crystal puller (hereafter the “Equipment”) and the Buyer undertakes to take delivery of the Equipment and to pay to the Seller the agreed upon price. The following activities form an integral part of the performance to be provided by the Seller: Formulation of conditions which are recommended to be met at the place of Buyer in order to install the Equipment; Transport of the Equipment incl. all accessories specified in Annexes 1 and 2 of the Contract to the site, un-packaging and control thereof; Installation of the Equipment including connection to installation infrastructure at the site; Execution of the acceptance test: Growth of a single crystal of GGG (Gd3Ga5O12). The material will be heated to the melting point (1830°C) in iridium crucible of the diameter of 36/32 mm, in the atmosphere of nitrogen with 2% of oxygen. The whole growth procedure consisting of dipping the seed, increasing the diameter to 14 mm, change of the rotation speed, tearing the crystal off the melt and the cooling will be automatically controlled by the regulating software. The material for melting, the crucible, seed and screening ceramic parts will be provided by the Buyer. Delivery of instructions and operating and repair manuals to the Equipment in Czech or English language to the Buyer, in electronic or hardcopy (printed) versions; Training of operators at the site (at least four-day training of three operators); Free-of-charge warranty service including service inspections; Provision of technical support in the form of consultations. The subject of performance (Equipment) is specified in detail in Annexes No. 1 and No. 2 hereto. The Seller shall be liable for the Equipment and related services to be in full compliance with this Contract, its Annexes and all valid legal regulation, technical and quality standards and that the Buyer will be able to use the Equipment for the defined purpose. In case of any conflict between applicable standards it is understood that the more strict standard or its part shall always apply. The delivered Equipment and all its parts and accessories must be brand new and unused.
Assignment or Sub-Contracting The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.