Uncommitted Tools Sample Clauses

Uncommitted Tools. With respect to Integrated Metrology Tool applications for which Applied or its Affiliates do not have, as of the Effective Date, any existing contractual commitment with a third party ("Uncommitted Tools"), Applied will, and will cause its Affiliates to, give Therma-Wave the following opportunity: prior to entering into an agreement with any third party to develop an Uncommitted Tool for Applied, Applied will notify Therma-Wave and request a proposed Development Plan pursuant to Section 2.1(a) -------------- within a reasonable timeframe specified by Applied. Therma-Wave will respond as required by Section 2.1(b). For each Uncommitted Tool, if (i) Therma-Wave does -------------- not timely notify Applied that Therma-Wave will submit a proposed Development Plan, (ii) within the timeframe agreed upon pursuant to Section 2.1(b) Therma- -------------- Wave has not proposed a Development Plan that is acceptable to Applied, or (iii) Therma-Wave fails to develop such Uncommitted Tool in accordance with Section 2, --------- then Applied's obligations under this Section 3.2 with respect to such ----------- Uncommitted Tool will be deemed discharged, and Applied will be free to engage any third party to develop **** Confidential Treatment and supply such Uncommitted Tool. If Applied approves Therma-Wave's Development Plan, Therma-Wave will develop such Uncommitted Tool in accordance with the provisions set forth in Section 2, and when development of such Uncommitted Tool --------- is complete and the Uncommitted Tool is ready for commercial sale, Applied will offer any Uncommitted Tool that is designated a Qualified Therma-Wave Tool to Applied's customers as the recommended Integrated Metrology Tool, as appropriate, for such tool's specific application, provided that Therma-Wave continues to meet Applied's Specifications for such Integrated Metrology Tool.
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Related to Uncommitted Tools

  • Platform (a) The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on the Platform. (b) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent nor any of its directors, officers, agents, employees, advisors, shareholders, attorneys or Affiliates (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of communications through the Platform, unless it is determined by a final and nonappealable judgment or court order that the damages were the result of acts or omissions constituting gross negligence or willful misconduct of the Agent Party. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Protective Equipment Licensee, and its employees and contractors, shall utilize and install adequate protective equipment to ensure the safety of people and facilities, consistent with Applicable Standards. Licensee shall at its own expense install protective devices designed to handle the voltage and current impressed on its Communications Facilities in the event of a contact with the supply conductor, as specified in Applicable Standards. Except as provided in Article 15.1, District shall not be liable for any actual or consequential damages to Licensee’s Communications Facilities or Licensee’s customers’ facilities.

  • Cooling Off Period You may terminate this Contract with immediate effect at any time within the period of 14 days after the date this Contract is entered into without incurring any liability to DFMC.

  • PARTICIPATION IN CENTRALIZED CONTRACTS a. Agencies All State Agencies may utilize and purchase under any Centralized Contract let by the Commissioner, unless the Bid Documents limit purchases to specific State Agencies. b. Non-State Agency Authorized Users Authorized Users other than State Agencies are permitted to make purchases through Centralized Contracts where permitted by law, the Contract or the Commissioner. c. Voluntary Extension Purchase Orders issued against a Centralized Contract by any Authorized User not provided for in the Bid Specifications shall be honored by the Contractor at its discretion and only with the approval of the OGS Commissioner and any other approvals required by law. Contractors are encouraged to voluntarily extend service Contracts to those additional entities authorized to utilize commodity Contracts under Section 163(3)(a)(iv) of the State Finance Law. d. Responsibility for Performance Participation in Centralized Contracts by Authorized Users is permitted upon the following conditions: (i) the responsibility with regard to performance of any contractual obligation, covenant, condition or term thereunder by any Authorized User other than State Agencies shall be borne and is expressly assumed by such Authorized User and not by the State; (ii) a breach of the Contract by any particular Authorized User shall neither constitute nor be deemed a breach of the Contract as a whole which shall remain in full force and effect, and shall not affect the validity of the Contract nor the obligations of the Contractor thereunder respecting non-breaching Authorized Users, whether State or otherwise; (iii) for a breach by an Authorized User other than a State Agency, the State specifically and expressly disclaims any and all liability for such breach; and (iv) each non-State Agency Authorized User and Contractor guarantees to save the State, its officers, agents and employees harmless from any liability that may be or is imposed by the non-State Agency Authorized User’s