Flowdown Provisions Sample Clauses

Flowdown Provisions. The Contractor agrees to assume, as to ASTHO, the same obligations and responsibilities that ASTHO assumes toward the Concerned Funding Agency under those Federal Acquisition Regulations (FAR), if any, and applicable Concerned Funding Agency acquisition regulations, if any, that are mandated by their own terms or other law or regulation to flowdown to subcontractors or subgrantees, and therefore the Agreement incorporates by reference, and the Contractor is subject to, all such mandatory flowdown clauses. Such clauses, however, shall not be construed as bestowing any rights or privileges on the Contractor beyond what is allowed by or provided for in the Agreement, or as limiting any rights or privileges of ASTHO otherwise allowed by or provided for in the Agreement. The Contractor also agrees to flowdown these same provisions to any lower-tier subcontractors.
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Flowdown Provisions. Sub-recipient shall include in any subcontract with any Vendor engaged by Sub-recipient to provide services on projects eligible for ARRA grant funding the terms and conditions from this Agreement as indicated by TRC. New Hampshire Energy Efficiency and Conservation Block Grant (EECBG) Program Sub-grants Sponsored by the Department of Energy (DOE) through the Office of Energy and Planning (OEP) Agreement between TRC Environmental Corporation and Town of New London DOE Award # DE-EE0000668; CFDA # 81.128 NEW HAMPSHIRE ENERGY EFFICIENCY & CONSERVATION BLOCK GRANT AGREEMENT EXHIBIT A Scope of Work Definitions for Exhibit A
Sample 1
Flowdown Provisions. The SUPPLIER acknowledges that some or all of the goods or services under the P.O. may be provided under a prime contract issued by a third party, including the United States Government (the “Prime Contract”). The SUPPLIER agrees that any clauses or requirements of the Prime Contract required to be incorporated into subcontracts thereunder are hereby incorporated into the P.O. by reference. In the event that a conflict or ambiguity exists between the P.O. and the Prime Contract, the terms and conditions, or interpretation thereof, most favorable to Xxxxxxx shall control.
Sample 1
Flowdown Provisions. To the extent that any work performed by Avecia under this Agreement is performed pursuant to a Prime Contract, Avecia acknowledges and agrees that any and all work performed thereunder is subject to the terms and conditions of the Prime Contract that are applicable to a subcontractor under the Prime Contract. Avecia acknowledges that it has been provided with a copy of the existing Prime Contracts and is informed as to the terms, conditions and obligations of the Prime Contract that are applicable to a subcontractor thereunder. Avecia covenants and agrees to be bound by the terms, conditions and obligations of the Prime Contract that are applicable to a subcontractor thereunder. Without limiting the foregoing, it is understood that Programmes under this Agreement will be carried out pursuant to obligations contained in the Prime Contracts and such Prime Contracts contain obligations on PharmAthene to flow down certain clauses (including, without limitation, US Government FAR, DFAR and HHSAR clauses and UK Government DEFCON clauses) to PharmAthene’s subcontractors, including Avecia. Clauses applicable to Prime Contract with Dail are set out in Schedule 1A and clauses applicable to Prime Contracts with NIH are set out in Schedule 1)B. Clauses flowing down from additional Prime Contracts will be set out in further schedules, to be added by written agreement of the parties. If a Project Plan refers to a schedule to this Agreement, the clauses set out in the relevant schedule shall be incorporated into this Agreement by reference solely in respect of such Project Plan.
Sample 1
Flowdown Provisions. Buyer reserves the right to include, and Xxxxxx agrees to comply, with any flowdowns from Xxxxx's Prime Contract.
Sample 1
Flowdown Provisions. JVP will ensure that all entities JVP has contracted, or entered into other teaming arrangements with, to perform services under a Project Plan agreement will comply with Section 8. Section 508 Compliance and the specific provisions set forth in the JVP letter agreement for the project, Section 9. Information Technology (IT) Security and the specific provisions set forth in the JVP letter agreement for the project, Section 11. Confidentiality, Section 14. Intellectual Property and the specific provisions set forth in the JVP letter agreement for the project, and Section 16. Indemnification, as applicable.
Sample 1
Flowdown Provisions. The Contract may be executed by the Purchaser in pursuance of its obligations under any agreement with a customer (“Main Contract”) and, under the Main Contract, the Purchaser may be liable for liquidated damages in the event of late delivery. To the extent that the Supplier delivers any Goods and/or Services later than the agreed delivery date and such delay causes the Purchaser to fail to meet the requirements of the Main Contract, the Supplier shall be liable to pay such portion of any liquidated damages owed by the Purchaser to its client which corresponds to the Supplier’s responsibility for such late delivery.
Sample 1
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Related to Flowdown Provisions

  • Loan Provisions [ ] A. Participant loans are permitted in accordance with the Employer's established loan procedures. [ ] B. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

  • General Contract Provisions Any and all Schedules to this Agreement form a part hereof. No amendment, waiver, discharge or release of this Agreement shall be binding or enforceable unless made in writing signed by all of the parties hereto. Time is and shall remain of the essence under and pursuant to this Agreement; provided that the time for performing or completing any matter under or pursuant to this Agreement may be extended or abridged by an agreement in writing by the parties or their respective solicitors. Failure by any party to strictly enforce any provisions hereof shall not operate as a waiver or limitation of such party's rights hereunder in respect of any subsequent default. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent held or rendered invalid, unenforceable or illegal, same shall be considered separate and severable herefrom and all other provisions of this Agreement shall remain in full force and effect and be binding upon the parties hereof. The headings set forth in this Agreement are inserted for convenience and reference only and shall in no way define or limit the intent or interpretation of any of the provisions hereof. Wherever in this Agreement any subject matter is described as including specifically described persons, things, events or other items, unless expressly stated to the contrary, the word “including” or any other derivation or variation of that word means, as the case may be, “including, without limitation,” or “including, without limiting the generality of the foregoing,” or such derivation or variation thereof as required by the context. This Agreement shall be read and construed with all changes of gender and number of the party or parties referred to in each case as required by the context, and the covenants and agreements of each party shall be deemed to be joint and several where such party is more than one person, firm or corporation. With respect to each party which is a partnership, each person who is presently a partner of such partnership and each person who becomes a partner of such partnership shall be and continue to be jointly and severally liable for all covenants and agreements of such party notwithstanding that any such person subsequently ceases to be a partner of such partnership, subject to and only to the extent of the limited liability of any such person that is a limited partner of such partnership.

  • Compliance with Laws and Agreements; No Default Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Environmental Provisions (a) For the purposes of this Section 5.7 the following terms shall have the following meanings: (i) the term "

  • General Loan Provisions 25 SECTION 4.1 Interest..................................................................................... 25 SECTION 4.2 Notice and Manner of Conversion or Continuation of Loans..................................... 28 SECTION 4.3 Fees......................................................................................... 28 SECTION 4.4 Manner of Payment............................................................................ 29 SECTION 4.5 Crediting of Payments and Proceeds........................................................... 30 SECTION 4.6 Adjustments.................................................................................. 30

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Severability of Covenants/Blue Pencilling If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Executive hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

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