AIPC Sample Clauses

AIPC. AIPC (as "Indemnifying Party") shall defend, indemnify, and hold harmless CPC, its employees and representatives (an "Indemnitee") from and against all Damages incurred by such Indemnitee attributable to any actions and claims arising out of or in connection with the Products attributable to AIPC and/or AIPC performance of Services hereunder with respect to: (i) injury and/or death to persons including AIPC's employees, agents or representatives and damage to property (ii) fines, levies or other charges imposed by any governmental authority or agency, (iii) AIPC's failure to comply with or violation of any applicable laws, regulations, rules and ordinances, (iv) violations by AIPC of the Comprehensive Environmental Response Compensation and Liability Act or any other federal, state or local law, regulation or order regarding the environment or contamination thereof now in effect or hereinafter enacted, (v) any alleged infringement or violation of any patent right in connection with performance of Services hereunder unless the alleged infringement or violation was directed by CPC. Notwithstanding anything to the contrary herein, in no event will AIPC be required to indemnify any Indemnitee for any such Damages attributable to (A) the acts or omissions of CPC, or (B) AIPC's acts or omissions taken or made (or omitted to be taken or made) in accordance with the CPC Product Specifications, at the direction of CPC, or otherwise in accordance with the terms of this Agreement.
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AIPC. Except if prevented by an event of Force Majeure, if AIPC does not deliver to the Warehouse for CPC all of CPC's requirements of Products Actually ordered from AIPC consistent with the applicable Contract Year Plan (not to exceed the AIPC Guaranteed Maximum Volume for such applicable Contract Year), AIPC shall pay to CPC an amount equal to the Actual unreimbursed out-of-pocket per pound cost incurred by CPC (excluding CPC's Actual Materials Cost) to purchase such shortfall in excess of * for such products. 10.3
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AIPC. AIPC shall procure and maintain, at all times while performing hereunder, occurrence based liability insurance with a reputable and financially responsible insurance carrier(s) satisfactory and acceptable to CPC for the coverage in the amounts set forth in EXHIBIT 15.4 attached hereto and incorporated by reference herein, and any additional insurance as may be required by applicable laws, ordinances or governmental orders, rules and regulations. In the event AIPC purchases or maintains insurance policies with limits that are greater than the limits required by this Agreement, the maximum limits of such policies shall be fully available to CPC. Endorsements expressly naming CPC as additional insured with respect to such coverage, and loss payee with respect to property loss or damage, and the copies of the policies shall be delivered to CPC. In addition, the endorsements shall expressly (i) state that AIPC's primary and excess or umbrella policies are primary coverage and not concurrent or excess over other insurance which may be available to CPC, (ii) provide for waiver of all subrogation rights against CPC, and (iii) state that any change restricting or reducing coverage or cancellation of any policy shall not be valid as respects CPC's interests until CPC has received * notice in writing of such change or cancellation. In the event that coverage is renewed during the original term or any subsequent term of this Agreement, endorsements for the renewed policies shall be delivered to CPC within * after renewal. Notwithstanding anything to the contrary contained in this Section 15.4, it is acknowledged and agreed that CPC shall not be designated a loss payee (other than with respect to inventory of Products and Raw Materials in AIPC's possession or in a Warehouse, which has been purchased and paid for by CPC) with respect to or have any right to any proceeds of any insurance purchased or maintained by AIPC unless and until the "Total Commitment" and all "Interest Rate Protection Agreements and Other Hedging Agreements" (as each such term is defined in the Credit Agreement, as amended, dated as of April 11, 1997 (as such Agreement may be amended, modified or restated from time to time and any
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AIPC. AIPC may terminate this Agreement for cause if any of the following occurs: (i) an Insolvency Event shall occur with respect to CPC, that, in AIPC's reasonable opinion, materially threatens CPC's ability to perform hereunder which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (ii) CPC fails to make any payments due to AIPC hereunder, which in the aggregate equal or exceed * and are not the subject of a good faith dispute between the Parties, within * after notice from AIPC that such payment is due and payable which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (iii) a material breach by CPC of any non-payment terms of this Agreement, including but not limited to any material misrepresentation of financial or other information or persistent disregard of laws or regulations which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; or (iv) as provided in Section 22 below upon the occurrence of an event set forth therein. 16.2.2
Sample 1
AIPC. AIPC may terminate this Agreement for cause if any of the following occurs: (i) an Insolvency Event shall occur with respect to CPC, that, in AIPC's reasonable opinion, materially threatens CPC's ability to perform hereunder which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (ii) CPC fails to make any payments due to AIPC hereunder, which in the aggregate equal or exceed fifty thousand dollars ($50,000) and are not the subject of a good faith dispute between the Parties, within 10 days after notice from AIPC that such payment is due and payable which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (iii) a material breach by CPC of any non-payment terms of this Agreement, including but not limited to any material misrepresentation of financial or other information or persistent disregard of laws or regulations which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; or (iv) as provided in Section 22 below upon the occurrence of an event set forth therein.
Sample 1

Related to AIPC

  • MIP The term "MIP" for purposes of this Agreement shall mean --- the SunTrust Banks, Inc. Management Incentive Plan or, if there is any material change in the terms, operation or administration of such plan following a Change in Control, any successor to such plan in which Executive is eligible to participate and which provides an opportunity for a bonus for Executive which is comparable to the opportunity which Executive had under such plan before such Change in Control or, if Executive reasonably determines that there is no such plan in which Executive is eligible to participate but SunTrust or a parent corporation maintains a short term bonus plan for the benefit of senior executives which provides for such an opportunity, such other plan as agreed to by Executive and the Compensation Committee.

  • Senior Management If a Dispute occurs that the senior representatives of the Parties responsible for the transaction contemplated by this Agreement have been unable to settle or agree upon within a period of fifteen (15) days after such Dispute arose, Sellers shall nominate and commit one of its senior officers, and Buyer shall nominate and commit one of its senior officers, to meet at a mutually agreed time and place not later than thirty (30) days after the Dispute has arisen to attempt to resolve same. If such senior management have been unable to resolve such Dispute within a period of fifteen (15) days after such meeting, or if such meeting has not occurred within forty-five (45) days following such Dispute arising, then either Party shall have the right, by written notice to the other, to resolve the Dispute through the relevant Independent Expert pursuant to Section 16.03.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Management Team Subject to any approval or consulting rights of the --------------- Joint Operations Committee, Manager shall engage or designate one or more individuals experienced in dental group management and direction, including, but not limited to, an administrator, who will be responsible for the overall administration of the Practice including day-to-day operations and strategic development activities.

  • Marketing Plan The Contractor shall have a Marketing Plan, that has been prior-approved by the SDOH and/or LDSS, that describes the Marketing activities the Contractor will undertake within the local district during the term of this Agreement. The Marketing Plan and all marketing activities must be consistent with the Marketing Guidelines which are set forth in Appendix D, which is hereby made a part of this Agreement as if set forth fully herein. The Marketing Plan shall be kept on file in the offices of the Contractor, LDSS, and the SDOH. The Marketing Plan may be modified by the Contractor subject to prior written approval by the SDOH and/or the LDSS. The LDSS or SDOH must take action on the changes submitted within sixty (60) calendar days of submission or the Contractor may deem the changes approved.

  • Commercialization Plan On a Product by Product basis, not later than sixty (60) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory, the MSC shall prepare and approve a rolling multiyear (not less than three (3) years) plan for Commercializing such Product in the Copromotion Territory (the "Copromotion Territory Commercialization Plan"), which plan includes a comprehensive market development, marketing, sales, supply and distribution strategy for such Product in the Copromotion Territory. The Copromotion Territory Commercialization Plan shall be updated by the MSC at least once each calendar year such that it addresses no less than the three (3) upcoming years. Not later than thirty (30) days after the filing of the first application for Regulatory Approval of a Product in the Copromotion Territory and thereafter on or before September 30 of each calendar year, the MSC shall prepare an annual commercialization plan and budget (the "Annual Commercialization Plan and Budget"), which plan is based on the then current Copromotion Territory Commercialization Plan and includes a comprehensive market development, marketing, sales, supply and distribution strategy, including an overall budget for anticipated marketing, promotion and sales efforts in the upcoming calendar year (the first such Annual Development Plan and Budget shall cover the remainder of the calendar year in which such Product is anticipated to be approved plus the first full calendar year thereafter). The Annual Commercialization Plan and Budget will specify which Target Markets and distribution channels each Party shall devote its respective Promotion efforts towards, the personnel and other resources to be devoted by each Party to such efforts, the number and positioning of Details to be performed by each Party, as well as market and sales forecasts and related operating expenses, for the Product in each country of the Copromotion Territory, and budgets for projected Pre-Marketing Expenses, Sales and Marketing Expenses and Post-Approval Research and Regulatory Expenses. In preparing and updating the Copromotion Territory Commercialization Plan and each Annual Commercialization Plan and Budget, the MSC will take into consideration factors such as market conditions, regulatory issues and competition.

  • Strategic Plan (1) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include:

  • Bonus Plan Such bonus, if any, as shall be determined upon the recommendation of the CEO by the Board (or any designated Committee of the Board comprised solely of independent directors), shall be paid in accordance with the terms and conditions of the bonus plan established for the Company (“Bonus Plan”).

  • Joint Commercialization Committee As of the Effective Date, the Parties have established a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), composed of up to [ * ] representatives of each Party, to monitor and discuss the Commercialization of Products at the operational level. Each JCC representative shall have knowledge and expertise in the commercialization of products similar to Products. The JCC shall in particular:

  • Commercialization Plans As soon as practicable after formation of the JCC (following Acucela’s exercise of an Opt-In Right under Section 3.1), the JCC shall prepare and approve the initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation (and, if applicable, any New Formulation or Other Indication Product) in the Territory. The Parties shall use Commercially Reasonable Efforts to ensure that such initial Commercialization Plan for Commercialization of the Licensed Product for the Initial Indication in the Initial Formulation is consistent with the general Commercialization Plan outline set forth in Exhibit C attached hereto and incorporated herein (the “General Commercialization Plan Outline”). The JCC shall prepare and approve a separate Commercialization Plan for Commercialization of Licensed Product for the Initial Indication in the Initial Formulation in the Territory and for Commercialization of each Other Indication Product and New Formulation (if any) in the Territory, and shall update and amend each Commercialization Plan not less than annually or more frequently as needed to take into account changed circumstances or completion, commencement or cessation of Commercialization activities not contemplated by the then-current Commercialization Plan. Amendments and revisions to the Commercialization Plan shall be reviewed and discussed, in advance, by the JCC, and Otsuka agrees to consider proposals and suggestions made by Acucela regarding amendments and revisions to the Commercialization Plan. Any amendment or revision to the Commercialization Plan that provides for an increase or decrease in the number of FTEs for any Phase 3b Clinical Trials or Post-Approval Studies as compared to the previous version of the Commercialization Plan, or that provides for addition or discontinuation of tasks or activities as compared to the previous version of the Commercialization Plan, or that moves forward the timetable for activities reflected in the Commercialization Plan, shall provide for a reasonable ramp-up or wind-down period, as applicable, to accommodate a smooth and orderly transition of Commercialization activities to the amended or revised Commercialization Plan. Each Commercialization Plan shall identify the goals of Commercialization contemplated thereunder and shall address Commercialization (including Co-Promotion) activities related to the Licensed Product (including, if applicable, any Other Indication Product), including:

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