Merchantable Clause Samples

Merchantable. “Merchantable” shall mean that a product or component of a product (i) shall have a remaining shelf life of at least eighteen (18) months, (ii) shall conform as of the Effective Date with the specifications set forth in Exhibit B of this Agreement, (iii) shall have been manufactured, packaged, tested and handled in accordance with all applicable Legal Requirements, (iv) shall not be adulterated or misbranded within the meaning of the FDA Act and (v) shall be free and clear of any Encumbrances.

Merchantable. All information, documents, and electronic media prepared by or on behalf of CHARTWELLS for the Project are the sole property of OU free of any retention rights of CHARTWELLS. CHARTWELLS hereby grants to OU an unconditional right to use, for any purpose whatsoever, any information, documents or electronic media prepared by or on behalf of CHARTWELLS for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. Upon the request of OU, CHARTWELLS shall makes its records available during normal business hours to OU, its authorized representative(s) or to any state, federal or other regulatory authority. Any such authority, OU and its authorized representative(s) shall be entitled to inspect, examine, review and copy CHARTWELLS’ records at the copying party’s reasonable expense, within adequate workspace at CHARTWELLS’ facilities. Failure by CHARTWELLS to supply substantiating records shall be reason to exclude the related cost(s) from amounts which might otherwise be payable by OU to CHARTWELLS pursuant to this Agreement. Within ten days of Final Completion, CHARTWELLS shall pay to OU an amount equal to the Capital Investment minus either the Project Price or the actual cost of completing the Project as verified by OU, whichever is less. Upon expiration of the Agreement or upon termination of this Agreement pursuant to paragraph XVI.C., above, OU shall within thirty (30) days reimburse CHARTWELLS for the unamortized balance of the Capital Investment as of the date of expiration or termination. In no event shall OU pay any interest of any sort that may have or could have accrued on the Capital Investment. OU is not required to reimburse CHARTWELLS for the unamortized balance of the Capital Investment if OU terminates the Agreement due to a material breach of the Agreement by CHARTWELLS. OU’s release from the obligation to repay the unamortized portion of the Capital Investment shall in no event be construed as a waiver by OU of any breach of this Agreement by CHARTWELLS or as limiting OU’s damages should it seek enforcement of its rights under this Agreement. CHARTWELLS agrees to expend an additional forty-six thousand six hundred dollars ($46,600) towards vehicles and computer hardware to be used to fulfill its obligations under this Agreement. CHARTWELLS shall own the vehicle and computer hardware purchased and in no event shall OU be required to reimburse CHARTWELLS for all or part of this expense u...