Alternative Supply Arrangements Sample Clauses

Alternative Supply Arrangements. Unless otherwise determined by the JSC, in the event that: (a) the Lead Manufacturing Party proposes to enter into one or more new manufacturing agreements, (b) the Lead Manufacturing Party proposes to materially amend, to renegotiate or to renew its then existing Third Party manufacturing agreements, or (c) the Lead Manufacturing Party notifies the JSC that capacity or quality under the existing Third Party manufacturing agreements will not be sufficient to meet the needs of the Parties under the Development Plan, the JSC shall determinate the appropriate course of action, including a [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. determination of whether a second source of supply is appropriate. In any event, the Lead Manufacturing Party shall notify the other Party and the JSC prior to entry into any such new, amended or renewed Third Party manufacturing agreement, and the JSC shall review and approve the proposed terms of such new, amended or renewed agreement; provided that such agreement may include, as agreed upon by the JSC (i) attempting to order in full lot or production run batches and otherwise reducing the Manufacturing Cost of Collaboration Product, (ii) providing for sufficient capacity and timely supply to satisfy the requirements of the then-current Development Plan, (iii) having Facet and Trubion as parties (and in any event third party beneficiaries) with respect to the rights and obligations related to Collaboration Products pursuant to such Third Party agreement, (iv) ensuring that in the event of the exercise or deemed exercise of an Opt-Out Option by a Party, the remaining Party shall be the sole obligor pursuant to such Third Party Agreement, (v) providing that the Parties shall have joint rights and obligations under the agreement with respect to Collaboration Product, but that one Party shall be designated as the “principal party” under such agreement, (v) providing both Parties with the right to audit and inspect such Third Party’s facilities on at least [ * ], which efforts shall be coordinated between the Parties in the event both Parties desire to conduct such audit and inspection, and (vi) providing for complete sharing of any and all information under and the terms and conditions of such agreement between the Parties. The Lead Ma...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Alternative Supply Arrangements. In accordance with the Supply Agreement, Kadmon shall use Commercially Reasonable Efforts to facilitate AbbVie establishing itself or a Third Party as an alternate manufacturer of Product to supply AbbVie’s worldwide requirements for Product beyond the Supply Agreement Requirements Obligation (including in the event of circumstances in which Kadmon’s supply is interrupted and Kadmon is unable to fulfill the Supply Agreement Requirements Obligation).
Sample 1Sample 2Sample 3
Alternative Supply Arrangements. If any such exchange agreement is terminated and Chevron is able to make alternative arrangements, on terms and conditions which are (in its sole judgment) satisfactory to Chevron, for the supply of Products to Marketer at an alternative delivery point, Chevron’s obligations under this agreement shall be subject to all of the terms and conditions of such alternative supply arrangements. If only limited quantities of Products are available to Chevron at such alternative delivery point, Chevron may allocate deliveries of available Products in the manner set forth for other circumstances in section 13. No such reduction need be made up. Upon termination of such alternative supply arrangements, Chevron shall have the right to terminate its obligations to make deliveries at the alternative delivery point. If Chevron’s obligations to make deliveries at a particular delivery point are terminated pursuant to this section 15(b), Chevron shall have no obligation to make up the resulting reduction in the quantity of Products which Chevron is obligated to supply to Marketer under section 3 nor shall Chevron have any obligation to supply additional quantities of Products to Marketer at any other delivery point, but Chevron may in its sole discretion elect to do so.
Sample 1Sample 2
Alternative Supply Arrangements. If any such exchange agreement is terminated and ChevronTexaco is able to make alternative arrangements, on terms and conditions which are (in its sole judgment) satisfactory to ChevronTexaco, for the supply of petroleum products to Jobber at the applicable delivery point, ChevronTexaco’s obligations hereunder shall be subject to all of the terms and conditions of such alternative supply arrangements. If only limited quantities of petroleum products are available to ChevronTexaco at such delivery point under such alternative supply arrangements, ChevronTexaco may allocate deliveries of available products in the manner set forth for other circumstances in section 13 of this agreement. No such reduction need be made up. Upon termination of such alternative supply arrangements, ChevronTexaco shall have the right, pursuant to paragraph (a) of this section 15, to terminate its obligations to make deliveries at the applicable delivery point and proportionately to reduce its maximum sales obligations to Jobber.
Sample 1
Alternative Supply Arrangements. If any such exchange agreement is terminated and Chevron is able to make alternative arrangements, on terms and conditions which are (in its sole judgment) satisfactory to Chevron, for the supply of petroleum products to Marketer at the applicable delivery point, Chevron’s obligations hereunder shall be subject to all of the terms and conditions of such alternative supply arrangements. If only limited quantities of petroleum products are available to Chevron at such delivery point under such alternative supply arrangements, Chevron may allocate deliveries of available products in the manner set forth for other circumstances in section 13 of this agreement. No such reduction need be made up. Upon termination of such alternative supply arrangements, Chevron shall have the right, pursuant to paragraph (a) of this section 15, to terminate its obligations to make deliveries at the applicable delivery point and proportionately to reduce its maximum sales obligations to Marketer.
Sample 1
Alternative Supply Arrangements. If any such exchange agreement is terminated and Supplier is able to make alternative arrangements, on terms and conditions which are (in its sole judgment) satisfactory to Supplier, for the supply of Products to Marketer at an alternative delivery point, Supplier’s obligations under this agreement shall be subject to all of the terms and conditions of such alternative supply arrangements. If only limited quantities of Products are available to Supplier at such alternative delivery point, Supplier may allocate deliveries of available Products in the manner set forth for other circumstances in section 13 (Prevention of Performance; Shortage of Supply). No such reduction need be made up. Upon termination of such alternative supply arrangements, Supplier shall have the right to terminate its obligations to make deliveries at the alternative delivery point. If Supplier’s obligations to make deliveries at a particular delivery point are terminated pursuant to this section 15.2, Supplier shall have no obligation to make up the resulting reduction in the quantity of Products which Supplier is obligated to supply to Marketer under section 3 (Product Quantities) nor shall Supplier have any obligation to supply additional quantities of Products to Marketer at any other delivery point, but Supplier may in its sole discretion elect to do so.
Sample 1
Alternative Supply Arrangements. (a) Despite the licence granted to Novogen Laboratories in clause 2.1: (i) at any time during the Term Glycotex may give a third party such information and assistance as is necessary for the third party to develop a capability to manufacture and supply to Glycotex the quantity of Compound required by Glycotex which exceeds the quantity which Novogen Laboratories is able to supply to Glycotex under this document; and (ii) if either party has given a notice of termination under clause 15, Glycotex may give a third party such assistance as is necessary for the third party to develop a capability to manufacture and supply to Glycotex its requirements for Compound after termination of this document. (b) For the purpose of paragraph (a), Glycotex may disclose to the relevant third party any Glucan Know How, Manufacturing Improvements and Manufacturing Developments as are necessary to develop the relevant capability. (c) Within 5 Business Days of exercising its rights under paragraphs (a) or (b), Glycotex must give Novogen Laboratories notice in writing of the identity of the third party together with details of the information or assistance provided, and the Glucan Know How, Manufacturing Improvements or Manufacturing Developments disclosed.
Sample 1
AutoNDA by SimpleDocs

Related to Alternative Supply Arrangements

  • Implementation Arrangements Institutional Arrangements

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Quality Agreement Concurrently with execution of this Agreement, the Parties will enter into an agreement that details the quality assurance obligations of each Party with respect to the Manufacture and supply of Supplied Products under this Agreement (the “Quality Agreement”). Each Party shall perform its obligations under the Quality Agreement in accordance with the terms and conditions thereof. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of the Quality Agreement shall govern.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • TIPS Sales and Supplemental Agreements If awarded, when making a sale under this awarded contract, the terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, defects, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, AIA Contract, Invoice, etc.) (“Supplemental Agreement” as used herein) entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor’s Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. The Supplemental Agreement shall dictate the scope of services, the project delivery expectations, the scheduling of projects and milestones, the support requirements, and all other terms applicable to the specific sale(s) between the Vendor and the TIPS Member.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.

  • Individual Flexibility Arrangements 38.1 Where the Employer wants to enter into a individual flexibility arrangement (IFA) it must provide a written proposal to the Employee. Where the Employee’s understanding of written English is limited, the Employer must take measures, including translation into an appropriate language, to ensure the Employee understands the proposal. 38.2 The Employer and an Employee covered by this Agreement may agree to make an IFA to vary the effect of terms of the Agreement if: (a) it deals with one or more of the following matters: (i) Time between which ordinary hours are worked; (ii) Salary sacrifice Agreements; (iii) Reduction in ordinary hours; (iv) Increase in annual leave accrual each year; (v) Increase in rate of accrual of Rostered days off; (vi) Increase in wages; (vii) Increase in training leave (Union or otherwise); (b) The IFA meets the genuine needs of the Employer and the Employee covered by this Agreement in relation to one or more of the matters mentioned in paragraph (a) above; and (c) The IFA is genuinely agreed to by the Employer and the Employee. 38.3 The Employer must ensure that the terms of the IFA: (a) are about permitted matters under section 172 of the FW Act; and (b) are not unlawful terms under section 194 of the FW Act; and (c) result in the Employee being better off overall than the Employee would be if no IFA was made. 38.4 The Employer must also ensure that any such IFA is: (a) in writing (including details of the terms that will be varied, how the IFA will vary the effect of the Enterprise Agreement terms, how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the IFA, and the day on which the IFA commences); (b) includes the name of the Employer and Employee; (c) signed by the Employer and the Employee, and if the Employee is under 18, by a parent or guardian of the Employee; and (d) provided to the Employee within 14 days after it is agreed to. 38.5 The Employer or Employee may terminate the IFA by either the Employer or Employee giving written notice of not more than 28 days, or at any time by both parties agreeing in writing. 38.6 Where any of the requirements of ss 202 and 203 of the FW Act are not met, the IFA is of no effect.

  • Extended Local Calling Scope Arrangement An arrangement that provides a Customer a local calling scope (Extended Area Service, “EAS”), outside of the Customer’s basic exchange serving area.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!