Background and Agreement Sample Clauses

Background and Agreement. A Supply Agreement dated as of the date hereof (the “Agreement”) has been executed between CPI and Neos Therapeutics, Inc., an Affiliate of NEOS, for: (1) hydrocodone polistirex drug resin complex and (2) chlorpheniramine polistirex drug resin complex (collectively, “Drug Resin Complex” or “DRC”). The Parties desire to identify the quality standards agreed to by the Parties and to allocate the responsibility for procedures impacting the identity, strength, quality, purity and compliance to the Specifications for the Drug Resin Complex under the Agreement. The Parties agree that this Quality Agreement (this “QAA”) is governed by the Agreement, as the Agreement may be amended or amended and restated, from time to time, in accordance with its terms. Each Party agrees that its activities under this QAA will be conducted in accordance with applicable Laws and such Party’s SOPs. The Parties acknowledge and agree that certain of CPI’s confidential and proprietary information regarding the manufacture of DRC is contained within the CMC Section of the ANDA Filing (“CPI RC Confidential Information”) to which NEOS shall not have access. The Parties have further agreed, pursuant to Section 9.2 of the Agreement, that CPI will file a DMF for DRC and NEOS will file a Supplemental Application with respect to the ANDA Filing. As required by Section 9.1 of the Agreement, Neos has retained a mutually agreeable Regulatory Consultant to perform certain of the obligations set forth in the Agreement and in this QAA. Any replacement Regulatory Consultant shall execute a confidentially agreement in a form acceptable to CPI. Without limitation to any provision in the Agreement or in this QAA, until such time as both the DMF and the Supplemental Application are approved by the FDA, as described in the Agreement (together referred to herein as, the “DMF Approval”), (a) only the Regulatory Consultant shall have access to any of CPI’s RC Confidential Information, in whatever form and (b) Neos shall not access, possess, transfer or use any of CPI’s RC Confidential Information at any time, whatsoever.
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Background and Agreement. Pursuant to the LSA, NSTAR (West) will wheel the 4.6 MW of Berkshire Wind’s Phase 2 power over its non-Pool Transmission Facilities (“non-PTF”) on a continuous, firm and non-firm basis whenever Berkshire is able to sell that capacity and energy to its owners and/or otherwise in the New England market, and Berkshire has a continuous firm obligation to supply the output of its plant whenever called upon to do so by ISO and/or its other customers. Berkshire has no electrical connection to the ISO market except through NSTAR (West)’s investment in non-PTF facilities and Berkshire relies on NSTAR (West) non-PTF investment without which its sale of capacity and related energy into the New England market could not be made. NSTAR (West) plans and operates its system to meet Berkshire’s 4.6 MW need on a 24- hour basis. Specifically, the Berkshire Wind plant interconnects with NSTAR (West)’s 24 kV distribution system at Xxxxxx Mountain (Massachusetts), which is a part of ISO’s “Administered Transmission System.”12 Berkshire Wind’s ouput is then transmitted approximately eight miles over NSTAR (West)’s 24 kV distribution Line #15E4 which extends from Xxxxxx Mountain to NSTAR (West)’s Xxxxxxxxx Substation located in Pittsfield, Massachusetts where the Berkshire Wind output is stepped up from 24 kV to 115 kV. The power is then transported an additional distance (approximately three hundred feet) over a non-PTF 115 kV Tap Line #F132 that connects to the PTF. The Point of Receipt is the connection between Line #15E4 and the non- PTF Tap Line #F132 at the Xxxxxxxxx Substation. The Point of Delivery is the interconnection between Tap Line #F132 and the PTF system from which power can flow throughout New England. This wheeling-out service over the Xxxxxxxxx 115 kV Tap Line #F132 is provided on non-PTF and is subject to Schedule 21 wheeling charges. 10 In addition to MMWEC, members of Berkshire include the consumer-owned, municipal utilities serving the following Massachusetts communities: Ashburnham, Boylston, Groton, Holden, Hull, Ipswich, Marblehead, Paxton, Peabody, Shrewsbury, Sterling, Templeton, Wakefield, and West Boylston. The members of Berkshire participating in Phase 2 of Berkshire Wind are not the same subset of Berkshire members participating in Phase 1. 11 ISO, WMECO, and Berkshire entered into a three-party Standard Small Generator Interconnection Agreement (“SGIA”) in 2014 for the entire Berkshire Wind facility, including proposed additional wind turbine gen...
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Background and Agreement. The Parties desire to provide for the funding of the Company and in furtherance thereof hereby agree as follows:
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Background and Agreement. Under the terms of an August 2, 1990 letter agreement (“Agreement”) accepted by the Commission,4 PSNH provided standby or “backup” transmission service to VEC at a mutually agreed upon rate. The parties anticipated that, at some point in the future, XXX’s system also would be capable of providing standby assistance to PSNH. Thus, the Agreement also required that, at such time when VEC could provide essentially the same support services to PSNH, the parties would enter into an interconnection agreement.5 In such circumstance, the Agreement requires that “neither Citizens nor PSNH will bill each other for providing backup services.”6 The parties to the Agreement have now ascertained that XXX’s system is capable of supplying backup assistance to PSNH under certain conditions. To implement the Agreement, the Filing Parties and Eversource determined that an interconnection agreement is no longer the appropriate form of arrangement to provide this service, but non-firm point to point transmission service under Schedule 21 would provide the negotiated mutual backup assistance. XXX has entered into the LSA with PSNH and the ISO reflecting no charge for back-up service. See LSA, Part III.4.j. Additionally, PSNH will concurrently file a Local Service Agreement among the same parties with mutual terms.
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Background and Agreement. Under the terms of an August 2, 1990 letter agreement (“Agreement”) accepted by the Commission,6 PSNH provided standby or “backup” transmission service to VEC at a mutually agreed upon rate. The parties anticipated that, at some point in the future, XXX’s system also would be capable of providing standby assistance to PSNH. Thus, the Agreement also required that, at such time when VEC (formerly Citizens Utilities Company) could provide essentially the same support services to PSNH, the parties would enter into an interconnection agreement.7 In such circumstance, the Agreement requires that “neither Citizens nor PSNH will bill each other for providing backup services.”8 5 Local Service under Schedule 21-ES is offered by Eversource on behalf of PSNH, The Connecticut Light and Power Company, and NSTAR Electric Company (West), which acquired through merger the transmission assets of Western Massachusetts Electric Company. 6 PSNH FERC Electric Rate Schedule No. 178, FERC Docket No. ER94-662-000 (Letter order Nov. 14, 1994). 7 See id. at Section 5 (“Once Citizens has completed the construction of three-phase service to support its interconnections with PSNH and can demonstrate to PSNH’s satisfaction that it can provide essentially the same‌ support services to PSNH as PSNH can provide to Citizens, within 120 days Citizens and PSNH shall enter into an interconnection agreement.”). 8 Id. (“Thereafter, for the term of the interconnection agreement, neither Citizens nor PSNH will bill each other for providing backup service.”) Xxxxxxxxx Xxxxxxxx X. Bose January 30, 2018 The parties have now ascertained that XXX’s system is capable of supplying backup assistance to PSNH under certain conditions. To implement the Agreement, the Filing Parties and VEC determined that an interconnection agreement is no longer the appropriate form of arrangement to provide this service, but non-firm point to point transmission service under Schedule 21 would provide the negotiated mutual backup assistance. PSNH has entered into the LSA with VEC and the ISO reflecting no charge for back-up service. See LSA, Part III.4.j. Additionally, VEC will file a Local Service Agreement among the same parties with mutual terms. Eversource commits to publish the discounted rates for this service at the agreed upon delivery points on its OASIS.
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Background and Agreement. Reseller desires to purchase Internal Use Subscriptions from FedResults, Inc. (“Distributor”) for resale to Customer. Reseller acknowledges that Datadog reserves the right under its agreement with Distributor to accept or reject any reseller and/or end customer proposed by Distributor, and that Datadog’s acceptance of Reseller and Customer is conditioned on, among other things, Reseller’s successful completion of Datadog’s standard due diligence process and acceptance of these Flow-Down Terms. These Flow-Down Terms become binding and effective on Reseller when Reseller enters into the Sub-Resale Order with Distributor.
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Background and Agreement. 1.1. LIVEWIRE HR has expertise in human resources, health and safety services.
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Background and Agreement 
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Related to Background and Agreement

  • Waiver and Agreement Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing. No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2022-1 SUBI Certificate and the 2022-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must also execute the Company’s Proprietary Information and Assignments Agreement.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

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