Agreement to Supply. (a) During the Term, Pfizer shall use Commercially Reasonable Efforts to supply or have supplied the Product to Purchaser, and Purchaser shall purchase the Product, subject to and in accordance with the terms and conditions of this Agreement.
(b) Purchaser acknowledges and agrees that (i) Pfizer’s efforts to develop and manufacture the Product are aspirational in nature and subject to significant risks and uncertainties, and (ii) the fact that any other drug or vaccine to prevent, treat or cure COVID-19 infection is successfully developed or granted authorization earlier than the granting of Authorization for the Product shall not change the current situation of urgent needs for prevention of the spread of the COVID-19 infection that poses serious threats to and harmful effects on the lives and health of the general public.
(c) Notwithstanding the efforts and any estimated dates set forth in the Delivery Schedule, the Parties recognize that the Product has completed Phase 2b/3 clinical trials and that, despite the efforts of Pfizer in research, and development and manufacturing, the Product may not be successful due to technical, clinical, regulatory, manufacturing, shipping, storage, or other challenges or failures.
(d) Accordingly, Pfizer and its Affiliates shall have no liability for any failure by Pfizer or its Affiliates to develop or obtain Authorization of the Product in accordance with the estimated dates described in this Agreement. Even if the Product is successfully developed and obtains Authorization, Pfizer shall have no liability for any failure to deliver doses in accordance with any estimated delivery dates set forth herein (other than as expressly set out in this Agreement), nor shall any such failure give Purchaser any right to cancel orders for any quantities of Product.
(e) Pfizer shall keep Purchaser apprised of the progress of the material development of the Product and shall provide Purchaser with such information regarding that development as Purchaser reasonably requests.
Agreement to Supply. Filiales, a la luz de este Acuerdo, destinadas a la prevención de la enfermedad humanaCOVID-19 o de cualquier otra enfermedad humana, en cada caso, causada, por el virus SARS-CoV-2 y/o cualquiera o todas las cepas, mutaciones, modificaciones o derivados relacionados con lo anterior; (b) cualquier dispositivo, tecnología o producto usado para aplicar esa vacunao mejorar su uso o efecto; (c) cualquier componente o material integrado en (a) o (b); o, (d) cualquier uso o aplicación de cualquier producto referido en (a)-(b). 1.55. "IVA" significa Impuesto al Valor Agregado. Salvo que el contexto exija expresamente lo contrario; (a) se considerará que el uso de cualquier género en el presente abarca las referencias a cualquiera o ambos géneros y el uso del singular incluirá el plural (y viceversa); (b) las pa labras "incluye", "incluyen" e "incluyendo" se entenderán seguidas de la frase "sin limitación"; (c) se interpretará que la palabra "será" tiene el mismo significado y efecto de la palabra "deberá"; (d) toda definición o referencia a un convenio, instrumento o cualquier otro documento del presente será interpretada como alusión a ese convenio, instrumento u otro documento reformado, complementado o de otra manera modificado de tiempo en tiempo (sujeto a las restricciones a dicha reforma, complemento o modificación establecidas en el presente); (e) toda referencia en el presentea una persona será interpretada para incluir los sucesores y cesionarios de esa persona; (f) las palabras "en el presente", "del presente" y "a continuación" y otras palabras de contenido similar, serán interpretadas como referencia a este Acuerdoen su integridad y no a una determinada disposición del mismo; (g) todas las referencias en el presente a las Secciones o Anexos serán interpretadas como referencia a las Secciones o Anexos de este Acuerdo y las referencias a este Acuerdo incluirán todos sus Anexos; (h) la palabra "aviso" significa un aviso escrito (esté o no específicamente designado como tal) e incluirá avisos, consentimientos, aprobaciones y demás comunicaciones escritas contemplados en este Acuerdo; (i) se considerará que las referencias a cualquier xxx xxxxx o reglamento específico, o a un artículo, sección u otro aparte de los mismos incluyen las enmiendas vigentes en ese momento o cualquier xxx, xxxxx o reglamento que la sustituya o suceda; y (j) el término "o" será interpretado en sentido incluyente y comúnmente asociado al término "y/o".
Agreement to Supply a. Supplier shall supply goods and/or perform services to or for the Company, and the Company shall accept and pay for goods and/or service from Supplier, for the duration of the Debtors chapter 11 cases based on the following “Customary Trade Terms”: the trade terms at least as favorable to the Company as those practices and programs (including credit limits, pricing, cash discounts, timing of payments, allowances (as may be incorporated or contemplated by any agreements between the Parties or based on historic practice, as applicable), product mix, availability, and other programs) in place in the 180 days prior to the Commencement Date except for any partial payments or other payments (or assurances) Company made with respect to any unfinished product. “Duration of the Debtors’ chapter 11 cases” means the earlier of: (i) the effective date of a chapter 11 plan in the Company’s chapter 11 cases; (ii) the closing of a sale of all or a material portion of the Company’s assets pursuant to Bankruptcy Code section 363 resulting in a cessation of the Company’s business operations; (iii) conversion of the Debtor’s chapter 11 cases to cases under chapter 7 of the Bankruptcy Code; or
Agreement to Supply. 2.1 Subject to your payment of all applicable Fees, we agree to supply and you agree to acquire the Products specified in a Sales Order during the Term in accordance with this Agreement including any Schedule applicable to the Products you are acquiring from us.
2.2 The features for each Product are set out on the ClockOn Website. We may vary those features periodically by updating the ClockOn Website and those varied features will then constitute the relevant Product for the purposes of this Agreement from the date of the variation.
Agreement to Supply. 1.1 CSL agrees to supply, and XXXXX agrees to purchase, Product(s) on the terms and conditions set out in this Agreement.
1.2 This Agreement will oblige CSL to manufacture or (if it is not able to manufacture by decisions of the authority concerned) to deliver the Product(s) as ordered by XXXXX and accepted by CSL.
1.3 Nothing in this Agreement will restrict BERNA’s ability to deal in bulk influenza vaccine (other than the Product) and Finished Influenza Vaccine formulated with the Product or other vaccines utilising Virosome technology formulated with the Product except that XXXXX agrees not to sell such vaccines to any third party where XXXXX knows that same may be used within the Excluded Territory.
1.4 XXXXX will not use the Product(s) in any way other than as permitted under this Agreement. In particular, XXXXX will use the Product(s) only as a bulk component in the formulation of Finished Influenza Vaccines and other vaccines utilising Virosome technology.
1.5 Nothing in this Agreement will restrict CSL’s ability to deal in bulk influenza vaccine and Finished Influenza Vaccines except that CSL agrees not to sell Finished Influenza Vaccines to any third party where CSL knows that same may be used within the Exclusive Territory. XXXXX may on or before 30 June 2002 request that the Exclusive Territory be expanded and CSL will notify XXXXX of its agreement or otherwise to such expansion on a country by country basis by 30 September 2002.
1.6 Regarding new influenza products developed by XXXXX, XXXXX agrees to consider CSL as a distributing partner for the Excluded Territory.
1.7 XXXXX is interested to purchase Product(s) for the Southern Hemisphere and CSL agrees to consider XXXXX’x request prior to 21 December 2001. If CSL notifies XXXXX that CSL is willing to supply such Product(s), CSL and XXXXX will negotiate in good faith an amendment to this Agreement to provide for the supply of such Product(s).
Agreement to Supply. 4.01 Subject to the terms and conditions of this Agreement, OCD undertakes to manufacture for IDEXX and to supply to IDEXX VETTEST slides, VETTEST tips and Vetrol controls. OCD shall supply VETTEST slides in compliance with the VETTEST Slide Quality Assurance Procedures set out in SCHEDULE 4.
5. FORECASTS, COMMITMENTS AND ORDERS
5.01 Attached hereto as SCHEDULE 4 are aggregate Purchase Commitments by IDEXX and IDEXX BV for VETTEST slides for calendar years 1999 through and including 2006. The Purchase Commitments constitute the aggregate anticipated minimum aggregate purchase quantities by IDEXX and IDEXX BV for single chemistry VETTEST slides and PANELS/PROFILES slides in the indicated calendar years. For calendar years 2007 through and including 2010, IDEXX shall advise, or shall cause IDEXX BV to advise, OCD of the aggregate Purchase Commitment for IDEXX and IDEXX BV for each such year not later than October 1 of the preceding year, and upon receipt by OCD, such Purchase Commitments shall be deemed to be incorporated into SCHEDULE 4. IDEXX's and IDEXX BV's aggregate Purchase Commitment for the period 2007 through and including 2010 shall be not less than *********** slides. During each of calendar years 2000 through and including 2002, IDEXX and IDEXX BV shall purchase, in the aggregate, not less than ************* *********** single slides; during each of calendar years 2003 through and including 2006, IDEXX and IDEXX BV shall purchase, in the aggregate, not less than ****************** single slides; and during each of the calendar years 2007 through and including 2010, IDEXX and IDEXX BV shall purchase, in the aggregate, a minimum number of single slides equal to **** of the total Purchase Commitment for such year. Failure by IDEXX and IDEXX BV to purchase, in the aggregate, at least the indicated Purchase Commitment quantities of each type of slides in any year may subject IDEXX to the requirement to make a payment to OCD as set forth in sub-Clause 5.02 below, but such failure shall in no event otherwise be deemed to be a breach of this Agreement.
5.02 If IDEXX and IDEXX BV fail to purchase in the aggregate the quantities of slides set forth as Purchase Commitments on SCHEDULE 4 in a particular calendar year, unless there has been a Material Adverse Change (as defined in the following paragraph) IDEXX shall pay, or shall cause IDEXX BV to pay, to OCD within 30 days after the end of such calendar year ***** of the product of (i) the number of each ty...
Agreement to Supply. 1.1 If a signed agreement for the provision of the Goods and/or Services exists between Fortysouth and the Supplier, the terms of that agreement will apply and not these terms and conditions. In the absence of a written agreement these Terms of Purchase shall apply to any Purchase Order (PO) issued by Fortysouth to the Supplier and shall comprise the entire Agreement between the parties superseding and excluding any previous discussions, arrangement, representations and the Supplier’s own terms and conditions. The Supplier shall be deemed on acceptance of the Order or any Delivery of Goods and Services to Fortysouth to have accepted these Terms.
1.2 Any estimates or forecasts of future requirements provided by Fortysouth are indicative only and are not a commitment by Fortysouth to purchase the estimated requirements.
Agreement to Supply. 1.1 The Supplier shall supply Drinking Water to the Customer through the Supplier’s Network at the price specified in the Price Schedule and in accordance with the terms set out in the Agreement.
1.2 If this Agreement is for a Residential Supply, the Supplier shall, except as otherwise agreed in writing, not be required to supply in excess of 525 litres per day to the Property.
1.3 The Customer acknowledges and accepts that the Agreement comprises the Supply Sheet and these General Terms.
1.4 The Supplier may change these General Terms (including the Price Schedule) from time to time. The most current version of the General Terms will be available on the Supplier’s website at xxx.xxxxxxxxxxxxxxxx.xx.xx (or any website in substitution from time to time). The Customer shall be bound by any such changes 20 Business Days following the date a new version of the General Terms are posted to that website.
Agreement to Supply. 9.1 In consideration of You paying the Charge or entering into Part A Rental or both, Canon agrees to supply to You the:
(a) Hardware;
(b) Software; (collectively the ‘Products’) and the:
(c) Service Plan;
(d) Software Support;
(e) Professional Services;
(f) LFP Onsite Service and Support (OSS);
(g) any other Services stated in an SOW, collectively, the ‘Services’, described in the Rental and Service Schedule on the terms of this Agreement.
9.2 Where You do not select any Services in the Schedule, clause 13.1(d) applies and Canon has no responsibility to provide You with any ongoing Services except any delivery and installation of the Hardware included in the Charges.
9.3 Unless otherwise stated in the Schedule:
(a) Service Plans and eMaintenance are supplied for the Minimum Term and any applicable Subsequent Term;
(b) Software Support, Professional Services and other Services stated in a SOW are supplied for the periods stated in the Schedule or SOW.
9.4 Each of the service periods described in clause 9.3 will automatically extend for a Subsequent Term unless either party gives 60 days written notice to end the applicable Service before the end of the relevant Term.
Agreement to Supply. During preclinical and clinical development of the Product MDI will purchase its Product from Eucodis. MDI shall be entitled to a discount off purchase price as set forth herein. Subject to the terms and conditions of this Agreement, MDI shall be able to obtain the Product produced under Agreement at Eucodis’cost plus ten percent (10%). Cost plus ten percent shall not include any shipping, administrative costs or handling costs incurred by either Eucodis or the contract manufacturer. The sum of cost plus ten percent shall be determined by the Eucodis invoice from the contract manufacturer to Eucodis plus ten percent and a copy of such invoice must be attached to the Eucodis invoice to MDI for the Product requested by MDI.
