Scope, Volume, and Location Changes Sample Clauses

Scope, Volume, and Location Changes. (i) If Recipient desires to increase the scope or volume of any Service beyond the scope or volume of such Service as (A) provided by Provider or its Affiliates to the Business in the ordinary course during the Baseline Period or (B) otherwise contemplated by Exhibit E, Recipient shall provide a written request to Provider for such increase in scope or volume of Service and Recipient and Provider shall discuss in good faith such request. If such increase is non-material, Provider shall provide such requested increase in scope or volume of Service. If such increase is material, where material shall be determined in accordance with the Operating Manual, Provider shall only be required to provide such requested material increase in scope or volume of Service to the extent the applicable material increase (1) arises from organic growth of the Business not otherwise set out in Exhibit E (it being understood that (x) the commercialization of a product that was, as of the Effective Date, being researched or developed, but not yet commercialized, and (y) the resolution or alleviation of any supply chain constraint that impacted the Business during the Baseline Period shall each constitute changes to the Services and organic growth of the Business), (2) is not requested as a result of, or otherwise in connection with, any mergers, acquisitions, divestitures, consolidations, reorganizations, or similar transactions (except for a divestiture of any portion of the Business that is required by applicable Laws in order to complete the transactions contemplated by the Demerger Agreement and any of the Ancillary Agreements or any internal restructuring of the Business by Recipient or any of its Affiliates that is reasonably necessary as a result of the transactions contemplated by the Demerger Agreement or the Ancillary Agreements immediately following the Effective Date), and (3) would not require Provider or its Affiliates to allocate resources and capabilities to effect such increase in scope or volume of Service materially in excess of its then-current ordinary course resources and capabilities. In the case of such a requested material increase that does not satisfy sub Sections (1), (2), and (3), such increase shall not be required without Provider’s consent. Notwithstanding anything to the contrary in this Section 2.3(d)(i), in no event shall Provider be required to provide such a requested material increase to the extent that such material increase would reasonably...
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Related to Scope, Volume, and Location Changes

  • Time and Location The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on October 31, 2005, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waiver at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed.

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

  • Name and Location The name of the Partnership is “DCT—TX 2004 RN Portfolio L LP” The address of the registered office of the Partnership in the State of Delaware is located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office is Corporation Service Company. The principal office of the Partnership is 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, or such other place as the General Partner may from time to time designate by notice to the Limited Partner. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

  • Specification Changes (a) During the Term, GSK will accept a labeling change from Prometheus as contemplated by this Section 4.2 but otherwise the Parties acknowledge and agree that GSK does not intend to make any material changes (such as packaging design, manufacturing process or similar or related changes) to the existing Product during the Term.

  • Closing Location Linklaters LLP, Xxx Xxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx. Name and address of Representative: Designated Representative: Barclays Capital Inc. Address for Notices: Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Syndicate Registration

  • Election Changes The Executive may modify the amount of Deferrals annually by filing a new Deferral Election Form with the Employer. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Deferral Election Form is received by the Employer.

  • Quality Specifications SANMINA-SCI shall comply with the quality specifications set forth in its Quality Manual, incorporated by reference herein, a copy of which is available from SANMINA-SCI upon request.

  • Work Location While employed by the Company hereunder, the Executive shall perform his duties (when not traveling or engaged elsewhere in the performance of his duties) at the offices of the Company in Bermuda. The Executive shall travel to such places on the business of the Company in such manner and on such occasions as the Company may from time to time reasonably require.

  • Collateral Schedules and Locations Insofar as the Collateral consists of inventory, Grantor shall deliver to Lender, as often as Lender shall require, such lists, descriptions, and designations of such Collateral as Lender may require to identify the nature, extent, and location of such Collateral. Such information shall be submitted for Grantor and each of its subsidiaries or related companies.

  • Names and Locations Except as set forth on the Names and Locations Schedule attached hereto, during the five-year period prior to the execution and delivery of this Agreement, neither the Company nor its Subsidiaries has used any name or names under which it has invoiced account debtors, maintained records concerning its assets or otherwise conducted business. Substantially all of the tangible assets and properties of the Company are located at the locations set forth on the Names and Locations Schedule (which shall include, but not be limited to, any consignment locations).

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