Purchases for Certain Entities Sample Clauses

Purchases for Certain Entities. Company agrees that Conexant, as agent, may place orders for any Conexant Spin-Off or Conexant Affiliate, under the same terms and conditions for Wafers established under this Supply Agreement. The Parties acknowledge and agree that at any time after a Conexant Spin-off commences operations as a separate legal entity, (i) Conexant may partition the Wafer Volume Commitments between Conexant and Conexant Spin-offs, assuring that the total volume meets the total Wafer Volume Commitment; (ii) Conexant and Conexant Spin-offs may partition Wafer Credits between them, provided, however, that the total number of Wafer Credits held by Conexant and all Conexant Spin-offs will not exceed the original number of Wafer Credits; and (iii) each Conexant Spin-off (a “Participating Spin-off”) may enter into a separate agreement with Company containing all of the terms and conditions of this Supply Agreement, in which case the Participating Spin-off will order Wafers directly from Company. Company will have the right to review the allocation of Wafer Volume Commitments, Wafer Credits, and other rights hereunder partitioned and assigned to each Participating Spin-off, and Conexant will work in good faith with Company to resolve any reasonable objections that the Company may have to such allocation. If Conexant and Participating Spin-offs partition Wafer Volume Commitments as set forth above, the determination of whether the Wafer Volume Commitment is met will be determined on a collective basis, and no additional payments to meet the Wafer Volume Commitment will be due to Company if the total number of Wafers purchased by Conexant and Participating Spin-offs is sufficient to meet or exceed the applicable Wafer Volume Commitment. Conexant will remain responsible to Company for satisfaction of Wafer purchase and payment obligations hereunder, regardless of whether it is Conexant itself or a Participating Spin-off that fails to satisfy any such obligations. In the event that a third party acquires any Participating Spin-off, its business, or all or substantially all of its assets, then such third party may only assume the rights of Participating Spin-offs hereunder with respect to Wafer types of such Participating Spin-off that have been manufactured or are under development by the Newport Beach Fab at the time of such acquisition.
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Purchases for Certain Entities. Supplier agrees that Buyer, as agent, may, at any time at the prices and in accordance with the terms and conditions established under this Supply Agreement, place orders for Wafers or Services on behalf of (i) third parties that are mutually agreed to by the Parties; (ii) Buyer Subsidiaries; (iii) Buyer Spin-Offs (excluding SpecialtySemi); and (iv) third parties for which Buyer has an obligation, existing as of the Effective Date, to provide Wafers. Notwithstanding the foregoing and for the avoidance of doubt, Supplier hereby acknowledges and agrees that Buyer may, at any time at the prices and in accordance with the terms and conditions of this Supply Agreement, place orders for Wafers or Services on behalf of Rockwell, SiRF,
Sample 1
Purchases for Certain Entities. Supplier agrees that Buyer, as agent, may, at any time at the prices and in accordance with the terms and conditions established under this Mexicali Agreement, place orders for Devices and Services on behalf of (i) third parties that are mutually agreed to by the Parties; (ii) Buyer Subsidiaries; (iii) Buyer Spins-Offs (excluding SpecialtySemi); and (iv) third parties for which Buyer has an obligation, existing as of the Effective Date, to provide Devices and Services. Notwithstanding the foregoing and for the avoidance of doubt, Supplier hereby acknowledges and agrees that Buyer may, at any time at the prices and in accordance with the terms and conditions of this Mexicali Agreement, place orders for Devices or Services on behalf of Rockwell, SiRF, Mindspeed and Lumero. If Buyer places an order on behalf of a third party, Supplier will, at Buyer's direction, ship products ordered on behalf of such third party directly to such third party's facilities, as applicable. Supplier may invoice Buyer or such third party for such orders, it being understood that the applicable third party may pay the invoiced amount directly to Supplier, however, Buyer, as agent for such third party, shall remain jointly and severally liable for any such payments due to Supplier. Notwithstanding the foregoing, however, if any such third party is reasonably determined to be a Competitor of Supplier or its affiliates, Supplier may, upon six (6) months written notice to Buyer, refuse to fulfill orders for such third party; provided that Supplier will continue to manufacture, supply and provide to Buyer, in accordance with the Device and Service purchase procedures in Section 3, any Devices or Services ordered for such third party for delivery prior to the expiration of such six (6) month period.
Sample 1

Related to Purchases for Certain Entities

  • Limitation on the Authority of the Manager to Purchase and Sell Securities for the Account of Certain Underwriters Notwithstanding any provision of this AAU authorizing the Manager to purchase or sell any Securities or Other Securities (including arranging for the sale of Contract Securities) or over-allot in arranging sales of Securities for the accounts of the several Underwriters, the Manager may not, in connection with the Offering of any Securities, make any such purchases, sales, and/or over-allotments for the account of any Underwriter that, not later than its acceptance of the Invitation Wire relating to such Offering, has advised the Manager that, due to its status as, or relationship to, a bank or bank holding company such purchases, sales, and/or over-allotments are prohibited by applicable law. If any Underwriter so advises the Manager, the Manager may allocate any such purchases, sales, and over-allotments (and the related expenses) which otherwise would have been allocated to your account based on your respective Underwriting Percentage to your account based on the ratio of your Original Underwriting Obligation to the Original Underwriting Obligations of all Underwriters other than the advising Underwriter or Underwriters, or in such other manner as the Manager will determine.

  • Exception for Certain Family Transfers Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Reporting by the Servicer; Delivery of Certain Documentation On the tenth calendar day of each month (or, if the 10th day is not a Business Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A hereto for the immediately preceding Collection Period.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Liability for Certain Acts The Manager shall perform the Manager’s duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been the Manager of the Company. No Manager in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Representations and Warranties of the Depositor as to the Mortgage Loans The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date:

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

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