Continuity of Supply. A Service Order will continue until terminated in accordance with this Agreement. A change to a Service Order will not initiate a new Service Order, or cause the existing Service Order to terminate, unless expressly agreed in writing. In particular, a change to a Service Order that is implemented by the LFC electronically and does not require a physical visit to a site or Interconnection Point will not cause the Service Order to terminate.
Continuity of Supply. In the event that Supplier is in default under any Agreement, Buyer may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier’s designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Buyer as stipulated below if such default is not remedied within fourteen (14) days of Buyer’s notice or if within same period no precautions are taken by Supplier to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Buyer will have the right to have the affected goods manufactured or services performed directly for Buyer by the Subcontractor. At the same time Buyer provides notice to Supplier, Buyer will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Buyer immediately if Supplier does not cure the default or does not take precautions to Buyer’s reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Buyer, Supplier will immediately provide to Buyer all materials, specifications and other items necessary to enable Buyer, or a third party designated by Buyer, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Buyer a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Buyer’s behalf. The Materials will be provided to Buyer’s third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Buyer. Supplier agrees to extend its warranty and indemnity obligations as set fo...
Continuity of Supply. Except in the event of a termination of this Agreement pursuant to Section 10.4, in the event that Celgene has begun Manufacture of Clinical Supplies or Commercial Supplies pursuant to Section 2.4, then at Acceleron’s request, Celgene shall continue to Manufacture and supply Acceleron with such Clinical Supplies or such Commercial Supplies, as applicable, at [* * *], for an additional [* * *] after termination for Clinical Supplies and for an additional [* * *] after termination for Commercial Supplies; provided, however, that Celgene shall not be obligated to Manufacture or supply such Clinical Supplies or Commercial Supplies in excess of the greater of (i) the anticipated amounts of such supply as set forth in the applicable Development Plan/Budget or Commercialization Plan/Budget for such [* * *] period or (ii) the amount of such Clinical Supplies or Commercial Supplies Manufactured by Celgene in the [* * *] prior to termination. In the event that the Clinical Supplies or Commercial Supplies are being Manufactured by a Third Party under contract, to the extent permitted by the terms of such contract, Celgene shall assign such contracts to Acceleron. For all future Third Party Manufacturing contracts related to the Licensed Compounds or Licensed Products, Celgene shall use Commercially Reasonable Efforts to ensure that such contracts are assignable to Acceleron in the event of termination of this Agreement as provided in Section 10.5.1.
Continuity of Supply. To ensure the continuity of supply of Services, Seller hereby grants to Buyer an irrevocable, non- exclusive, worldwide, royalty-free license, with the right to grant sublicenses, to exercise all IP Rights in Seller-Owned IP (as such terms are defined in the “Intellectual Property” Article) and Seller’s Proprietary Information and Materials (as defined in the “Confidential, Proprietary, and Trade Secret Information and Materials” Article) to produce, have produced by third parties, use, sell, and to obtain from alternate sources, products and services similar to Services (including related systems and components) and Manufacturing Materials in the event of a Seller’s default as described in subparagraph 12(b)(i) of this Contract, regardless of whether Buyer terminates this Contract in whole or in part for default.
Continuity of Supply. The Parties agree that promptly following the date of this Agreement, they shall meet and determine appropriate measures to qualify an additional manufacturing site. PRONOVA agrees to use commercially reasonable efforts to qualify an additional manufacturing site prior to the later of (a) one (1) year following the final FDA approval of the Product for the indication HTG or (b) one (1) year following PRONOVA’s receipt of the Registration(s) from Xxxxxx. The License restrictions set out in Section 2.1 with respect to PRONOVA shall not restrict PRONOVA from establishing additional manufacturing sites in Puerto Rico or other parts of the Territory (and PRONOVA shall provide RELIANT with reasonable advance written notice thereof).
Continuity of Supply. The Supplier undertakes to provide a minimum of six months notice of obsolescence of the Goods or constituent parts, supplied pursuant to the Xyratex Order(s) or parts thereof required for the manufacture of the Goods detailed in the Order(s). The Supplier shall advise Xyratex forthwith of any factors or circumstances which shall or are likely to, affect the continuity of supply of Goods and/or Services. Whereby six months notice is not forthcoming from component manufacturers then Solectron will advise the maximum possible notification in these instances.
Continuity of Supply. Seller acknowledges that Buyer has certain concerns regarding the continuity of its supply source for Batteries and Components in the event that a change of control occurs with respect to Seller. In that regard, Seller agrees as follows:
8.1 This agreement is binding on Seller's successor and assigns.
8.2 In the event that Seller sells all or substantially all of its assets to any third party, Seller shall require any such purchaser to assume and agree to perform all of Seller's obligations under and for the term of this Agreement.
8.3 In addition, Seller agrees that, in connection with any sale of a controlling interest of Seller to any direct competitor of Buyer ("Acquiror"). Seller will notify any such potential Acquiror of its obligations under this Agreement.
Continuity of Supply. In the event that Supplier is in default under any Agreement, Philips may notify Supplier of its intent to have the goods manufactured (or services performed) directly by Supplier's designated manufacturer or subcontractor (hereafter “Subcontractor”) or by any third party designated by Philips as stipulated below if such default is not remedied within fourteen (14) days of Philips' notice or if within same period no precautions are taken by Supplier to Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause. If Supplier does not remedy such default within such fourteen (14) day period, Philips will have the right to have the affected goods manufactured or services performed directly for Philips by the Subcontractor. At the same time Philips provides notice to Supplier, Philips will have the right to contact the Subcontractor and work with the Subcontractor to ensure that the Subcontractor will be ready to ship goods or perform the services to Philips immediately if Supplier does not cure the default or does not take precautions to Philips' reasonable satisfaction to prevent future defaults with the same or substantially similar cause within the aforesaid period of fourteen (14) days. In the event that Supplier does not use a Subcontractor for production of the goods or performance of the services or the Subcontractor is unable or unwilling to manufacture and sell the goods or perform the services directly to Philips, Supplier will immediately provide to Philips all materials, specifications and other items necessary to enable Philips, or a third party designated by Philips, to manufacture, support, distribute, license and sell the goods or perform the services (“Materials”). In addition, Supplier grants to Philips a worldwide, royalty free, irrevocable, non-exclusive right, under all necessary intellectual property rights, to: (i) use, execute, reproduce and prepare derivative works of the Materials for the purposes of making, manufacturing and supporting the goods and performing the services, (ii) distribute and sell such goods, and (iii) authorize third parties to do any of the foregoing on Philips' behalf. The Materials will be provided to Philips' third party manufacturer or service provider under a non-disclosure agreement and such third party manufacturer will only be permitted to use the Materials to manufacture the goods or perform the services for Philips. Supplier agrees to extend its warranty and ...
Continuity of Supply. Section 5.13 of the Original Agreement shall be deleted in its entirety and replaced with the following:
Continuity of Supply. The Parties agree that promptly following the date of this Agreement, they shall meet and determine appropriate measures to qualify an additional manufacturing site. PRONOVA agrees to use commercially reasonable efforts to qualify an additional manufacturing site prior to one (1) year following the Full Regulatory Approval. The License restrictions set out in Section 2.1 with respect to PRONOVA shall not restrict PRONOVA from establishing additional manufacturing sites in Puerto Rico or other parts of the Territory (and PRONOVA shall provide RELIANT with reasonable advance written notice thereof).”
