Compound Deliveries Sample Clauses

Compound Deliveries. All deliveries of Compound shall be made by RPS to CTI, either [**]. facility of RPS' Affiliate, Rhodia Pharma Solutions Inc. [**] to the carrier nominated by CTI or its designated agent or [**] (per INCOTERMS 2000) as the Parties shall agree based upon CTI's firm Compound orders, and title and risk of loss to the Compound shall pass from RPS to CTI upon completion of delivery as aforesaid. CTI shall be the importer of record and shall be responsible for paying all customs duties and any other importation charges and fees on any Compound brought into the United States, including without limitation any [**] that RPS must maintain at [**] per Section 2.1(d) below, but CTI shall not take title to the Compound until delivered to the carrier selected by CTI and/or its designated agent at [**]. It is expressly understood by the Parties that [**] in the [**] hereunder or [**] agreed between the Parties. (d) [**] During the Term of this Agreement, RPS agrees to [**], as requested by CTI, an [**] RPS' then-current monthly production capacity of Compound at the Manufacturing 6 <PAGE> Site, or [**] agreed between the Parties ("[**]") to support RPS' [**] hereunder; provided, however, that after the milling portion of the Validations is complete, a [**] of the [**] in [**] Compound to be processed by CTI or its designated agents into Drug Product in the United States, as advised by CTI to RPS with appropriate advance notice, shall [**] unless otherwise agreed in writing by the Parties (e.g. if [**] of CTI's [**] are for the processing of Drug Products in the United States, then [**] of the [**] will be [**]). Notwithstanding the foregoing, CTI agrees that RPS will not be obligated to have such [**] until [**], and that [**], RPS shall only be required to [**] a [**] of [**] as a [**]. CTI further agrees that RPS may supply Compound to CTI [**], including for milling validation as described in section 2.1(a), but shall [**] to the extent necessary to have the [**]; provided, however, the [**] by RPS [**] will, if reasonably required by CTI, be [**] by RPS, at RPS' sole expense, [**] to CTI to [**] that the [**]. Title and risk of loss to Compound [**] shall at all times remain with RPS prior to the delivery to CTI of such Compound by RPS. CTI shall purchase [**] from RPS at the termination of this Agreement for any reason whatsoever, at RPS's cost of [**] unless [**] from CTI to be filled by RPS during the termination periods set forth in Sections 10.2, 10.5 and 10.6 b...
Sample 1
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Compound Deliveries. All deliveries of Compound shall be made by RPS to CTI, either [**]. facility of RPS' Affiliate, Rhodia Pharma Solutions Inc. [**] to the carrier nominated by CTI or its designated agent or [**] (per INCOTERMS 2000) as the Parties shall agree based upon CTI's firm Compound orders, and title and risk of loss to the Compound shall pass from RPS to CTI upon completion of delivery as aforesaid. CTI shall be the importer of record and shall be responsible for paying all customs duties and any other importation charges and fees on any Compound brought into the United States, including without limitation any [**] that RPS must maintain at [**] per Section 2.1(d) below, but CTI shall not take title to the Compound until delivered to the carrier selected by CTI and/or its designated agent at [**]. It is expressly understood by the Parties that [**] in the [**] hereunder or [**] agreed between the Parties.
Sample 1

Related to Compound Deliveries

  • Shipment and Delivery Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Deemed Delivery Unless shown to have been received earlier, such notice, instruction or other instrument shall be deemed to have been delivered, in the case of personal delivery, at the time it is left at the premises of the party, in the case of a registered letter at the expiration of five (5) business days after posting and, in the case of fax or electronic means, immediately on dispatch; provided that, if any document is sent by fax or electronic means outside normal business hours, it shall be deemed to have been received at the next time after delivery when normal business hours commence. Evidence that the notice, instruction, or other instrument was properly addressed, stamped, and put into the post shall be conclusive evidence of posting. In proving the service of notice sent by fax or electronic means it shall be sufficient to prove that the fax or electronic communication was properly transmitted.

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

  • Payment and Delivery Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.

  • Shares Payment and Delivery (i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the third (3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the fourth (4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”

  • Notice and Delivery Any notice mailed to you will be deemed delivered and received by you, five days after the postmark date. This fifth day following the postmark is the receipt date. Notices will be mailed to the last address we have in our records. You are responsible for ensuring that we have your proper mailing address. Upon your consent, we may provide you with notice in a delivery format other than by mail. Such formats may include various electronic deliveries. Any notice, including terminations, change in personal information, or contributions mailed to us will be deemed delivered when actually received by us based on our ordinary business practices. All notices must be in writing unless our policies and procedures provide for oral notices.

  • Commercial Milestone Payments For each Licensed Product, Licensee shall pay Arvinas the following one-time milestone event payments when the aggregate Net Sales of such Licensed Product in one or more particular country(ies) for a given calendar year (“Annual Net Sales”), where such Licensed Product is a Valid Claim Licensed Product at the time of sale in each of such country(ies), first achieves the corresponding threshold as set forth in this Section 6.3.2 below, subject to the terms of this Section 6.3 and the payment provisions in Article 7 below: Commercial Milestone Event Milestone Event Payment (US$)

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