Confirmation of Cause of Non-Conformity Sample Clauses

Confirmation of Cause of Non-Conformity. NGX shall have the right to examine (and to provide to LTS for examination) any Patches rejected by Astellas as being Non-Conforming Patches. In the case that NGX (either on its own behalf or on behalf of LTS) disagrees that the rejected Patches fail to conform with the product and supply warranties set forth in Section 12.2.1 hereof (“Disputed Patches”), the Disputed Patches shall be submitted to an independent and reputable third party laboratory in the United States mutually agreed upon by NGX and Astellas (the “Patch Laboratory”), the appointment of which shall not be unreasonably withheld or delayed by either Party, for testing and for rendering a decision concerning whether the Disputed Patches conform to the product and supply warranties set forth in Section 12.2.1 hereof. In making its determination, the Patch Laboratory shall take into consideration any evidence provided by NGX and/or LTS that the Disputed Patches complied with the Patch Specifications at the time the passing of risk of loss and title to the Disputed Patches passed in accordance with Section 3.5 hereof, and also any evidence provided by Astellas that the Disputed Patches were Non-Conforming Patches and were correctly handled and stored (i.e., in accordance with the Patch Storage Specifications) by Astellas and third parties under authority of Astellas. The determination of the Patch Laboratory with respect to the Disputed Patches shall be final and binding upon the Parties. The Party against ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. which the determination is made shall pay the fees and expenses of the Patch Laboratory making such determination, as well as the costs of the replacement for the Disputed Patches at issue, including shipping costs.
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Confirmation of Cause of Non-Conformity. NGX shall have the right to examine (and to provide to CPL for examination) any Gel rejected by Astellas as being Non-Conforming Gel. In the case that NGX disagrees (either on its own behalf or on behalf of CPL) that the rejected Gel fails to conform with the product and supply warranties set forth in Section 12.2.2 (“Disputed Gel”), the Disputed Gel shall be submitted to an independent facility to be mutually agreed by NGX and Astellas (the “Gel Laboratory”), the appointment of which shall not be unreasonably withheld or delayed by either Party, for testing and for rendering a decision concerning whether the Disputed Gel conforms to the product and supply warranties set forth in Section 12.2.2 hereof. In making its determination, the Gel Laboratory shall take into consideration any evidence provided by NGX and CPL that the Disputed Gel complied with the Gel Specifications at the time the passing of risk of loss and title to the Disputed Gel passed in accordance with Section 3.5 hereof, and also any evidence provided by Astellas that the Disputed Gel is Non-Conforming Gel. The determination of the Gel Laboratory with respect to the Disputed Gel shall be final and binding upon the Parties. The Party against which the determination is made shall pay the fees and expenses of the Gel Laboratory making such determination as well as the costs of the replacement for the Disputed Gel at issue, including shipping costs.
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Related to Confirmation of Cause of Non-Conformity

  • Definition of Cause For purposes hereof, “Cause” shall mean:

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  • Definition of Good Reason For purposes hereof, “Good Reason” shall mean:

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  • Early Termination of Agreement Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

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