Alternative Supply. During any period in which a party to this document is not performing obligations because of a claimed Force Majeure Event, the other party may (but need not) make alternative arrangements for the performance, whether by another person or otherwise, of any obligation which the party claiming the Force Majeure Event is not performing without incurring any liability to that party.
Alternative Supply. During any period in which the Service Provider is not performing obligations because of a claimed Force Majeure Event, the City may (but need not) make alternative arrangements for the performance, whether by another person or otherwise, of any obligation which the Service Provider is not performing without incurring any liability to the Service Provider.
Alternative Supply. Subject to Section 2.4, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier if Supplier, for any reason not directly attributable to Purchaser, is unable, becomes aware that it will be unable or is unwilling to supply Licensed Adjuvants meeting Purchaser’s Binding Forecast for any period of time and does not cure such failure within forty-five (45) days following Purchaser’s written notice to Supplier or Supplier’s written notice to Purchaser. In any such event, after the 45-day cure period, Purchaser shall have the right to request a Technology Transfer under the terms of Section 6.3(c) regardless of whether Purchaser has elected to terminate this Agreement. Once Purchaser has requested that Supplier conduct a Technology Transfer, Purchaser shall have no obligation to place any further Orders for Licensed Adjuvants from Supplier and may receive its supply of Licensed Adjuvants from a party or parties designated under Section 6.3(c).
Alternative Supply. Notwithstanding any provision herein to the contrary, in the event that (1) ULURU is in default of its supply obligations under this Agreement with respect to one (1) accepted ORADISC purchase orders (a “Shortfall”), or (2) if during Manufacture or supply of the Product to ORADISC there is a material violation of the requirements set forth in Sections 2.8, 3.1, 3.2, 3.4, 3.6. or the representations set forth in Sections 6.2.1, 6.2.4 or 6.2.5 (a “Regulatory Shortfall”) that is not cured within ten (10) days of the later to occur of the (i) date of the violation or (ii) notice to ULURU of such violation, then ORADISC, in addition to any other rights and remedies shall have the right to Manufacture the Product itself and/or qualify an alternative supplier of Product. ULURU shall, at its cost, (a) cooperate with ORADISC in the transfer of copies of the Confidential Information, technology and know-how necessary to Manufacture the Product to ORADISC and/or its designated alternative supplier, (b) deliver to ORADISC copies of such drawings, specifications, and other information in ULURU’s possession as may be necessary to Manufacture the Product or cause the Product to be Manufactured and (c) grant to ORADISC a limited license in the Field under ULURU’s Intellectual Property Rights during the Term of this Agreement to Manufacture, make, or have made for ORADISC’s distribution of the Product in the Territory, the Product; provided that to the extent that such technology and know-how constitutes ULURU Confidential Information (or any information constitutes Confidential Information of ULURU’s Third Party manufacturer) it shall be subject to the provisions of Article 9 and ORADISC’s designated alternative supplier shall be required to enter into a confidentiality agreement with ULURU containing substantially the same terms as Article 9; and further provided that all items provided under clauses (a) and (b) above will be subject to the license granted pursuant to clause (c). In addition to ORADISC’s aforementioned right to Manufacture the Product itself and/or qualify an alternative supplier of the Product by reason of a Shortfall, ORADISC shall be relieved of its obligation to order its purchase requirements of the Product from ULURU if ULURU, for any reason, is unable, anticipates that it will be unable or is unwilling to supply Product meeting ORADISC’s forecasted requirements for a period of time of three (3) months until such ability or willingness to supply re...
Alternative Supply. If the Supplier does not deliver the Goods and/or perform the Services by the specified date, or supplies any Goods and/or Services, which in the opinion of Atlantic do not comply with every requirement of the terms applying to the order, Atlantic may purchase replacement goods from a third party or engage another contractor to perform the Services and the difference (if any) between the cost of the replacement goods or services and the purchase price of the Goods or Services (as applicable) will be a debt due and owing from the Supplier to Atlantic.
Alternative Supply. If the Supplier does not deliver the Goods and/or perform the Services by the specified date, or supplies any Goods and/or Services, which does not materially comply with the terms of the Agreement, SGCL may purchase replacement goods from a third party or engage another contractor to perform the Services and the difference (if any) between the cost of the replacement goods or services and the purchase price of the Goods or Services (as applicable) will be a debt due and owing from the Supplier to SGCL.
Alternative Supply. At any time during the Term, Paratek may elect to qualify one (1) or more alternative manufacturing facilities (whether owned by a Third Party, Paratek or by one of Paratek’s Affiliates) to Manufacture the Products (each, a “Backup Supplier”). Paratek shall be responsible for any costs associated with qualifying Backup Suppliers. [* * *] CIPAN shall use commercially reasonable efforts to cooperate with the qualification of any Backup Supplier, including (a) technology transfer of all CIPAN Technology, Joint Technology and, to the extent in its possession, Paratek Technology, necessary or useful for the Manufacture of the Products; provided that, to the extent that such technology and know-how constitutes CIPAN Confidential Information it shall be subject to the provisions of Article 15 and Paratek’s designated Backup Supplier shall be required to enter into a confidentiality agreement with CIPAN containing substantially the same terms as Article 15 and (b) providing Paratek and any Backup Supplier with consulting services related to the Manufacture, quality control and quality assurance of the Products. Paratek shall reimburse CIPAN for performing such services described in the preceding sentence at [* * *] within [* * *] of invoice.
Alternative Supply. In the event that (a) CID Lines shall, or anticipates that it shall, be unable at any time to fill the total monthly volumes of Licensed Product set forth in the Company's forecasts as a result of a force majeure event, as described in Section 14.01 or for any other reason, or (b) Licensed Product does not meet Specifications for one (1) or more months, and the Company promptly has notified CID Lines of such failure to meet Specifications, the Company may, in addition to any other rights or remedies hereunder including, without limitation, those contained in Article 13 hereof (which shall in no event limit the operation of this provision), effect the release of the Production File from Escrow in accordance with the terms of Section 2.01(c) hereof and the Escrow Agreement and purchase from third parties or manufacture for itself quantities of Licensed Product sufficient to replace any which CID Lines is unable to supply. If requested by the Company, CID Lines shall provide reasonable assistance to the Company in arranging for such alternative suppliers, and the Company agrees to consider alternative suppliers proposed by CID Lines. CID Lines shall cooperate with, and supply Know-How and technical assistance (including manufacturing personnel) to the Company and any alternative supplier, and shall assist in the transfer of Know-How to the Company and/or any alternative supplier of the Company, and the Company shall have access to the Know-How. CID Lines shall also execute any instruments as required under applicable law to allow such alternative supplier or the Company to manufacture the Licensed Product. The Company shall require any such alternative supplier to enter into a confidentiality agreement with respect to the Know-How and Information of CID Lines. In the event that the Company exercises its rights with respect to obtaining one or more alternative suppliers of Licensed Product, the Company shall have the right, but not the obligation, in its sole discretion, to resume using CID Lines thereafter (exclusively or in combination with one or more alternative suppliers) for its requirements provided that CID Lines is then able to supply the requested volume in accordance with Specifications.
Alternative Supply. At any time during the Term, Customer may elect to qualify one or more alternative Manufacturing facilities (whether owned by a Third Party, Customer or by one of Customer’s Affiliates) to Manufacture the Products (each, a “Backup Supplier”). Customer shall be responsible for any costs associated with qualifying Backup Suppliers. [* * *]. Supplier shall use commercially reasonable efforts to cooperate with the qualification of any Backup Supplier, including (a) technology transfer of all Supplier Technology necessary or useful for the Manufacture of the Products; provided that, to the extent that such technology and know-how constitutes Confidential Information of Supplier, it shall be subject to the provisions of Article 12 and Customer’s designated alternative supplier shall be required to enter into a confidentiality agreement with Supplier containing substantially the same terms as Article 12 and (b) providing Customer and any Backup Supplier with consulting services related to the Manufacture, quality control and quality assurance of the Products. Any work related to technology transfer or qualification of a second supplier shall be considered as Services under this Agreement as described in Section 6.6. For the avoidance of doubt, Supplier will first prepare a customary Scope of Work describing the Services to be performed and the costs to Customer for the approval of Customer. No Services shall be commenced by Supplier unless (a) a customary Scope of Work relating to such Services has been agreed, executed and delivered by both Supplier and Customer; and (b) a Purchase Order has been issued by Customer and accepted by Supplier relating to such Services, which Purchase Order references the specific Scope of Work and this Agreement. In case of disagreement on the Scope of Work, the Parties will enter into good faith negotiations to reach a mutually satisfactory resolution.
Alternative Supply. It is understood that nothing in this Agreement will prevent Medtronic from developing products similar to the Products covered by this Agreement or from sourcing such products or the Products from another vendor, provided that Medtronic complies with the Primary Source Requirement.
