Amendment of Purchase Orders Sample Clauses

Amendment of Purchase Orders. Cardinal Health will use commercially reasonable efforts to accommodate a request by Purchaser to amend a Purchase Order to increase or decrease the quantity of Product to be delivered, provided, however, that the foregoing shall not affect or diminish Purchaser’s liability under the Firm Commitment portion of the Forecast or the Minimum Requirement. In the event such amendment causes an increase in Cardinal Health’s cost to perform the Manufacturing, the Price shall be increased to reflect such increased cost. Cardinal Health shall notify Purchaser of such cost increase promptly after Cardinal Health’s receipt from Purchaser of the amended Purchase Order, and the increase in such prices shall be effective for the first lot of Product Manufactured after the implementation date of such amendment.
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Amendment of Purchase Orders. PCI will use best efforts to accommodate a request to amend a purchase order to increase or decrease the quantity of Product to be delivered.
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Amendment of Purchase Orders. Cardinal Health will use commercially reasonable efforts to accommodate a request by Purchaser to amend a Purchase Order to increase or decrease the quantity of Packaged Product to be delivered, provided, however, that the foregoing shall not affect or diminish Purchaser’s liability under the Firm Commitment portion of the Forecast, or to amend any other provision of the Specifications. Notwithstanding anything in this Agreement to the contrary, and subject to agreement on any pricing increase as described below, Cardinal Health will agree to amend any particular Purchase Order once to (i) increase the quantity of Packaged Product to be delivered if (x) such amendment does not increase the quantity of Packaged Product by more than 30% of the quantity of Packaged Product specified in the applicable Purchase Order, (y) the maximum quantity of Packaged Product, after giving effect to the amendment of such Purchase Order, does not in any event, exceed one million bottles or blisters per month and (z) Purchaser has notified Cardinal Health not later than eight (8) weeks before the date Cardinal Health is to begin the Packaging pursuant to such Purchaser Order and (ii) to decrease the quantity of Packaged Products to be delivered even with respect to the Firm Commitment portion of the Forecast provided that the quantity of Packaged Product under the amended Purchase Order shall be not less than 85% of the quantity originally specified therein (such difference being the “Shortfall Packaged Product”) and the Shortfall Packaged Product shall be added to subsequent Purchase Orders issued by Purchaser within the Contract Year. In the event such amendment would cause an increase in Cardinal Health’s cost of performance of Packaging, Cardinal Health shall notify Purchaser of any pricing increase that would be necessitated by Cardinal Health’s accommodation of such request and, if Purchaser agrees to such price increase, the prices set forth on the relevant Purchase Order shall be increased to reflect such increased cost.
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Amendment of Purchase Orders. LecTec shall use its commercially reasonable efforts to accommodate any Novartis requests for delivery of Products in excess of the quantities described in any previously-submitted and accepted purchase order, or for delivery of Products sooner than that allowed pursuant to this Article 3. If Novartis' business conditions necessitate reduction or delay in purchase order requirements, then LecTec shall use its commercially reasonable efforts to implement such requested changes. Notwithstanding the foregoing, LecTec shall not take any action in response to any such requests which would result in charges to Novartis in addition to those set forth in the respective purchase order without Novartis' prior written consent. Any proposed amendment by Novartis (including, without limitation, any increase in order quantities or change in delivery dates or change in artwork) of an accepted purchase order under Section 3.2 shall follow the same procedure and have the same rejection and acceptance periods set forth therein for an original purchase order.
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Amendment of Purchase Orders. Xxxxx Xxxxxxxxx will use commercially reasonable efforts to accommodate a request to amend a purchase order to increase or decrease the quantity of Drug Product to be delivered; provided that in no event shall Xxxxx Xxxxxxxxx be required to incur any costs or suffer any losses in connection with such amendment or its efforts to accommodate such change. Any such costs or losses incurred by Xxxxx Xxxxxxxxx shall be paid for by Aclaris. If the lead time necessary to acquire Manufacturing components or other material is greater than ninety (90) calendar days, with Aclaris’ prior written consent, Xxxxx Xxxxxxxxx may submit orders for such components or other material based on Aclaris’ quantity forecast in a timely manner and Aclaris shall be liable for such costs incurred by Xxxxx Xxxxxxxxx in the event that Aclaris fails to Execution Copy purchase sufficient quantities of the Drug Product, due to amending a purchase order or otherwise, as provided in the forecast on which Xxxxx Xxxxxxxxx relied.
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Amendment of Purchase Orders. PCI will use commercially reasonable ---------------------------- efforts to accommodate a request to amend a Purchase Order to increase or decrease the quantity of Product to be delivered.
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Amendment of Purchase Orders. Service Provider will use commercially reasonable efforts to accommodate a request by Company to amend a Purchase Order to increase or decrease the quantity of Packaged Product to be delivered, to change a delivery date, or to amend any other provision of the Specifications.
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Amendment of Purchase Orders. Catalent shall use commercially reasonable efforts to accommodate a request by AMAG to amend a Purchase Order to increase or decrease the quantity of Packaged Product to be delivered, provided, however, that the foregoing shall not affect or diminish AMAG’s liability under the Firm Commitment. In the event such amendment causes an increase in Catalent’s cost to perform the Packaging, the Price shall be increased to reflect such increased cost. Catalent shall notify AMAG of such cost increase promptly after Catalent’s receipt from AMAG of the amended Purchase Order, and the increase in such prices shall be effective for the first lot of Product Packaged after the implementation date of such amendment.
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Amendment of Purchase Orders. LecTec shall use its commercially reasonable efforts to accommodate any Novartis requests for delivery of Products in excess of the quantities described in any previously-submitted and accepted purchase order, or for delivery of Products sooner than that allowed pursuant to this Article 3. If Novartis' business conditions necessitate reduction or delay in purchase order requirements, then LecTec shall use its commercially reasonable efforts to implement such requested changes. Notwithstanding the foregoing, LecTec shall not take any action in response to any such requests which would result in charges to Novartis in addition to those set forth in the respective purchase order without Novartis' prior written consent.
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Related to Amendment of Purchase Orders

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Acceptance of Purchase Orders Unless FRESENIUS informs TRANSMEDICS otherwise in writing within 10 Business Days of its receipt of a Purchase Order, the Purchase Order shall be deemed accepted by FRESENIUS. The only grounds upon which FRESENIUS may reject a THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Purchase Order shall be that the Purchase Order: (i) sets forth a delivery schedule that is inconsistent with Sections 5.1 and 6.1, or (ii) if TRANSMEDICS has not paid three consecutive invoices. Should the requested delivery date set forth on a Purchase Order not be reasonably achievable by FRESENIUS, FRESENIUS will inform TRANSMEDICS thereof within 5 Business Days following receipt of the Purchase Order and at the same time will propose an alternative ship date, the acceptance thereof not to be unreasonably withheld by TRANSMEDICS. A request by FRESENIUS to change the ship date shall not be deemed to be a rejection of a Purchase Order.

  • Forecasts and Purchase Orders On or before the twelfth (12th) day of each month, beginning on January 12, 2022, Indivior shall furnish to Curia a written twelve (12) month rolling forecast of the quantities of Product that Indivior intends to order from Curia during such period ("Rolling Forecast"). The first six (6) months of such Rolling Forecast shall constitute a firm and binding commitment to order quantities of Product specified therein ("Firm Period Forecast"), and the following six (6) months of the Rolling Forecast shall be non-binding, good faith estimates. Each month of the Rolling Forecast shall begin on the twelfth (12th) of the calendar month in which such Rolling Forecast is submitted and end on the eleventh (11th) day of the following calendar month. With exception to the Firm Period Forecast, Curia reserves the right to reject any Rolling Forecast that does not align with the physical Processing capabilities of the Facility(ies) and the parties shall work in good faith to adjust the Rolling Forecast based on available resources, Facility capacity and other relevant factors. Indivior shall have the right to request an increase of the Firm Period Forecast to include additional units of Product. Curia may, in its sole discretion, supply such additional quantities, subject to Curia's other supply commitments and manufacturing capacity. In the event Curia agrees to supply such additional quantities, Indivior shall submit a Purchase Order for such additional quantities, with the required lead times as specified below. In no event shall Curia's inability to fulfill Purchase Orders for quantities in excess of the Firm Period Forecast be deemed a breach of this Agreement, nor relieve Indivior of its obligations under this Agreement. Indivior shall submit with each Rolling Forecast, a non-cancelable Purchase Order for the Firm Period Forecast (or such portion of the Firm Period Forecast not covered by previously submitted Purchase Orders). Indivior may alternatively submit Purchase Orders for certain portions of the Firm Period Forecast subsequent to the submission of the Rolling Forecast, provided the Purchase Orders provide the required lead time for Processing as set forth below. Curia shall notify Indivior of acceptance of the Rolling Forecast and any Purchase Order within seven (7) business days of receipt. Curia shall be deemed to have accepted Purchase Orders which it does not acknowledge within seven (7) business days of receipt. Curia shall have the right to reject Rolling Forecasts and Purchase Orders that are inconsistent with this Agreement. Each Purchase Order shall specify the quantity of Product being ordered, and the desired delivery date. Upon mutual agreement in writing for additional quantities of Product beyond the Firm Period Forecast, including projected delivery date(s), Indivior shall issue the applicable Purchase Order to be accepted by Curia as described above. Once placed, all Purchase Orders for Product shall be non-cancelable. No different or additional terms or conditions set forth in any Purchase Order shall modify in any way the terms and conditions of this Agreement, and in the event of a conflict between terms in any Purchase Order and this Agreement, the terms of this Agreement shall control. All Purchase Orders submitted in accordance with the terms of this Agreement shall be effective and binding on the parties upon acceptance by Curia. Except as otherwise provided herein, neither party shall have the right or power to refuse, reduce, or otherwise modify their obligations under any Purchase Order; however, Purchase Orders may be amended (i) upon written mutual agreement regarding such modification that is signed by both parties; or (ii) as otherwise provided in this Section 4.3 or Section 4.4.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:

  • Execution of Purchase Agreement FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Twenty Million Dollars ($20,000,000) of the Corporation’s common stock; and

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Amendment of Schedule A Schedule A to the Agreement is hereby amended by deleting it in its entirety and inserting in lieu therefor the Schedule A attached hereto.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • EXECUTION OF PURCHASE AND REDEMPTION ORDERS (a) All Orders must comply with the procedures for Orders set forth in the Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the [Transfer Agent/Index Receipt Agent] each agrees to comply with the provisions of the Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to it in its role under this Agreement. If there is a conflict between the terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.

  • Changes in Form of Purchase Warrant This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

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