Audit of Facility Sample Clauses

Audit of Facility. ImmunoGen agrees that BI Pharma and its agents shall have the right, upon reasonable prior notice to ImmunoGen, to inspect the Facility and audit ImmunoGen's quality control system and be present during Batch Runs during normal business hours in order to ascertain compliance by ImmunoGen with the terms of this Agreement, including, but not limited to, inspection of (a) the materials used in the manufacture of the Drug Product, (b) the holding facilities for such materials, (c) the equipment used to manufacture the Drug Product, (d) the quality control procedures and (e) all records relating to such manufacturing, quality control and Facility. Any information disclosed in writing, orally or by inspection of tangible objects shall be considered ImmunoGen's Confidential Information and protected as such by BI Pharma and its agents pursuant to the terms of the License Agreement. ImmunoGen agrees to take adequate and reasonable corrective actions of audit findings of BI Pharma and will issue a formal written response to the audit report.
Sample 1
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Audit of Facility. ImmunoGen agrees that BI Pharma and its agents shall have the right, upon reasonable prior notice to ImmunoGen, to inspect the Facility and audit ImmunoGen’s quality control system and [ * ] during normal business hours in order to ascertain compliance by ImmunoGen with the terms of this Agreement, including, but not limited to, inspection of (a) the materials used in the manufacture of the Drug Product, (b) the holding facilities for such materials, (c) the equipment used to manufacture the Drug Product, (d) the quality control procedures and (e) all records relating to such manufacturing, quality control and Facility. Any information disclosed in writing, orally or by inspection of tangible objects shall be considered ImmunoGen’s Confidential Information and protected as such by BI Pharma and its agents pursuant to the terms of the License Agreement. [ * ] agrees to [ * ] and [ * ] of [ * ] of [ * ] and [ * ] a [ * ] to the [ * ].
Sample 1
Audit of Facility. ImmunoGen agrees that, to the extent ImmunoGen manufactures any Preclinical Materials under this Section 4 for subsequent use in GLP toxicology studies, Centocor shall have the right to audit, under appropriate confidentiality provisions, during normal business hours and not more often than once per year, the facilities employed and the documentation utilized by ImmunoGen or its contractors or subcontractors for manufacturing Preclinical Materials. Centocor may appoint a Third Party reasonably acceptable to ImmunoGen to perform such audit; provided Centocor hereby warrants that such Third Party will abide by secrecy and non-use obligations no less stringent than those contained in this Agreement and, to the extent requested by ImmunoGen, Cenotocor to provide ImmunoGen with a copy of the confidentiality agreement evidencing such secrecy and non-use obligations. All such audits shall be at Centocor’s sole cost and expense. Centocor will notify ImmunoGen at least [************] business days in advance of such an audit by Centocor and [***********] business days in advance of such an audit by a Third Party. ImmunoGen shall use commercially reasonable efforts to remedy any material deficiencies identified in such audit as soon as possible. In the event that, subject to the obligation of ImmunoGen to use commercially reasonable efforts, such deficiencies cannot be remedied within [**************] business days, ImmunoGen shall so notify Centocor and Centocor shall, as its sole remedy, be entitled to terminate this Agreement in accordance with Section 8.2(b). ImmunoGen acknowledges that the provisions of this Section 4.6.2 granting Centocor certain audit rights shall in no way relieve ImmunoGen of any of its obligations under this Agreement, nor shall such provisions require Centocor to conduct any such audits.
Sample 1

Related to Audit of Facility

  • Inspection of Facilities In order to meet their respective obligations under this Agreement, any Party may view or inspect facilities owned by another Party. Provided that reasonable notice is given, a Party shall not unreasonably deny access to relevant facilities for viewing or inspection by the requesting Party.

  • Maintenance of Facilities 5.1 The Network Customer shall maintain its facilities necessary to reliably receive capacity and energy from the Host Transmission Owner’s transmission system consistent with Good Utility Practice. The Transmission Provider or Host Transmission Owner, as appropriate, may curtail service under this Operating Agreement to limit or prevent damage to generating or transmission facilities caused by the Network Customer’s failure to maintain its facilities in accordance with Good Utility Practice, and the Transmission Provider or Host Transmission Owner may seek as a result any appropriate relief from the Commission. 5.2 The Designated Representatives shall establish procedures to coordinate the maintenance schedules, and return to service, of the generating resources and transmission and substation facilities, to the greatest extent practical, to ensure sufficient transmission resources are available to maintain system reliability and reliability of service. 5.3 The Network Customer shall obtain: (1) concurrence from the Transmission Provider before beginning any scheduled maintenance of facilities which could impact the operation of the Transmission System over which transmission service is administered by Transmission Provider; and (2) clearance from the Transmission Provider when the Network Customer is ready to begin maintenance on a transmission line or substation. The Transmission Provider shall coordinate clearances with the Host Transmission Owner. The Network Customer shall notify the Transmission Provider and the Host Transmission Owner as soon as practical at the time when any unscheduled or forced outages occur and again when such unscheduled or forced outages end.

  • Condition of Facilities (i) Use of the Real Property of Purchaser for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. To the Knowledge of Purchaser, no part of any Improvement encroaches on any real property not included in the Real Property of Purchaser, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. (ii) Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 5.1(l)(ii), all Tangible Personal Property used in the Purchaser Business is in the possession of Purchaser.

  • No Dedication of Facilities Any undertaking by one Party to the other Party under any provision of this Agreement shall not constitute the dedication of the system or any portion thereof by the Party to the public or to the other Party, and it is understood and agreed that any such undertaking under any provision of this Agreement by a Party shall cease upon the termination of its obligations hereunder.

  • Description of Facility Provide the following information for all units at the Facility, regardless of their RMR designation status. Information regarding units not designated as Reliability Must-Run Units is required only if and to the extent that the information is used to allocate Facility costs between Reliability Must-Run Units and other units. Unit RMR (Y/N) Maximum Net Dependable Capacity (includes CAISO-paid Upgrade capacity)* Fuel Type For this Facility, the Owner will use [insert either MW, MWhs, or service hours] in Schedule B to allocate Annual Fixed Revenue Requirements to and among Units. This election shall be applicable to all Facilities containing Reliability Must Run Units subject to any “RMR contract” as defined in the CAISO Tariff executed by Owner or any of its affiliates as defined in 18 CFR § 161.2. * Maximum Net Dependable Capacity shall reflect any transformer or line loss to the Delivery Point.

  • Use of Facility The Facility will be used for the purposes specified in the Recital.

  • Use of Facilities 34.1. In situations where the CLEC has the use of the facilities (i.e., local loop) to a specific customer premise, either through resale of local service or the lease of the local loop as an Unbundled Network Element, and Sprint receives a good faith request for service from a customer at the same premise or from another carrier with the appropriate customer authorization, the procedures below will apply. 34.1.1. Sprint will process such orders and provision services consistent with the terms contained in Section 82, of this Agreement. 34.1.2. Where CLEC is using a single facility to provide service to multiple end user customers, Sprint will not disconnect that facility as a result of the following procedures. 34.1.3. Sprint will follow methods prescribed by the FCC and any applicable state regulation for carrier change verification. 34.1.4. Customer with Existing Service Changing Local Service Provider 34.1.4.1. In situations where a CLEC submits an order for an end user customer that is changing local service providers for existing service, and is not adding service (i.e., an additional line), Sprint will process the service request without delay, and provide the losing local service provider a customer loss notification consistent with industry standards. 34.1.5. Customer with Existing Service Adding New Service 34.1.5.1. In situations where an order is submitted for an end user customer adding service to existing service (i.e., an additional line), the order should be marked as an additional line and CLEC’s facilities will not be affected. 34.1.6. Customer Requesting New Service where Previous Customer has Abandoned Service 34.1.6.1. In the case where an end user customer vacates premises without notifying the local service provider and a new end user customer moves into the vacated premises and orders new service from a local service provider neither Sprint nor the previous local service provider are aware that the original end user customer has abandoned the service in place. 34.1.6.2. When a carrier requests service at a location and marks the order as abandoned and CLEC is the previous local service provider, Sprint shall notify CLEC via fax that it has had a request for service at the premise location that is currently being served by CLEC; 34.1.6.3. If available to Sprint, Sprint shall include the name and address of the party receiving service at such locations, but at a minimum shall provide local service address location information; 34.1.7. If CLEC does not respond within twenty-four (24) hours after receiving Sprint’s notification or if CLEC responds relinquishing the facilities, Sprint shall be free to use the facilities in question and Sprint shall issue a disconnect order with respect to the CLEC service at that location. If CLEC responds stating that the service is working and should not be disconnected, Sprint will notify the carrier ordering service and request verification of the address and location or the submission of an order for an additional line.

  • Termination of Facility The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the Agent and the Lenders, upon (a) the payment in full of the outstanding Term Loans, together with accrued interest thereon, and (b) the payment in full in cash of all reimbursable expenses and other Obligations.

  • Termination of Facilities Declare the principal of and interest on the Loans, the Notes and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Amount of facility Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a senior secured post-delivery term loan facility of up to $460,000,000, in two Advances, for the purpose stated in the preamble to this Agreement.

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