Delay and Failure to Supply Sample Clauses

Delay and Failure to Supply. (a) In the event that Impax shall have reason to believe that it will be unable to supply Schering with the full quantity of the Product forecasted to be ordered or actually ordered by Schering in a timely manner, Impax shall promptly (and in any event within five (5) business days) notify Schering thereof. If Impax shall so notify Schering, or if Impax shall fail to provide Schering with adequate assurances of timely performance upon Schering's request therefor (regardless of whether past performance has complied herewith or not), Schering and Impax shall promptly meet to discuss how to thereafter supply Product in a timely manner. If, however, Schering at any time determines in the exercise of its reasonable judgment that there will be a Supply Failure or that there is a Supply Failure, Schering or an Affiliate of Schering may (but shall not be obligated to) Manufacture such quantity of the Product or its equivalent that Impax is unable to produce or, alternatively, Schering may enter into a supply agreement with a Third Party to manufacture such quantity of the Product or its equivalent that Impax is unable to provide (taking into account minimum batch sizes and pricing efficiencies of such supplier), upon such terms and conditions as Schering shall determine in its sole discretion, whereupon Schering's purchase obligation under Article IV hereof shall be adjusted accordingly. If the Cure Price for the Supply Failure is in excess of the Price, Schering shall invoice Impax for an amount equal to the excess of the Cure Price over the Price and provide reasonable documentation evidencing the Cure Price to Impax with such invoice. Impax shall pay such invoice within 30 days and such payment obligation shall constitute Impax's sole and exclusive liability for claims under this Section 5.4. (b) In the event that any Supply Failure shall be caused by a Force Majeure, Schering or an Affiliate of Schering may (but shall not be obligated to) Manufacture the Product or, alternatively, Schering may enter into a supply agreement with a Third Party to purchase such quantity of Product or its equivalent that Impax is unable to produce, upon such terms and conditions as Schering shall determine in its sole discretion, whereupon Schering's purchase obligation under Article IV hereof shall be adjusted accordingly and Impax shall not be required to pay the Cure Price. (c) In the event of a Supply Failure under Section 5.4 (a) or (b) above, Impax shall exercise Commerciall...
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Delay and Failure to Supply. In the event that Genchem Pharma or Sicor, at any time during the term of this Agreement, shall have reason to believe that it will be unable timely to supply Anthra***.
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Delay and Failure to Supply. (a) If ARIAD has reason to believe that it cannot deliver to MEDINOL the full quantity of API specified in a Firm Order submitted by MEDINOL in accordance with Section 4.2, by the delivery date specified therein, then ARIAD shall give prompt written notice, but no later than ten (10) business days after receipt of the Firm Order, to MEDINOL of such anticipated non-delivery, in which event the Joint Manufacturing Committee shall confer telephonically or in person within fifteen (15) business days to discuss and formulate an alternative plan. (b) If ARIAD shall fail to deliver to MEDINOL the full quantity of API as specified in a Firm Order submitted by MEDINOL in accordance with Section 4.2 by the delivery date specified therein, then, at MEDINOL’s election: (i) without limiting the provisions of Section 4.5(c) below, ARIAD shall be relieved of any obligation to deliver the non-delivered quantity of API, such quantity to be deducted from the Firm Order, or (ii) ARIAD shall use commercially reasonable efforts to deliver the non-delivered quantity of API within thirty (30) days from the date MEDINOL notifies ARIAD of such election. (c) If a Release Condition (as defined below) occurs, effective as of the Release Date, ARIAD agrees to (i) release one gram of API and an executed Batch record for API (collectively, the “Release Materials”) to MEDINOL or its contract manufacturer(s) who is acceptable to ARIAD in its sole discretion and who has entered into a non-disclosure and non-use agreement with ARIAD (each, an “Approved Manufacturer”), and (ii) grant to MEDINOL a non-exclusive, non-transferable, nonsublicensable license, under ARIAD’s interest in the Licensed Patent Rights and Licensed Technology, solely to manufacture or have manufactured by an Approved Manufacturer, API. All Release Materials and Manufacturing Information in the possession of MEDINOL or its Approved Manufacturer shall be subject to the provisions of Article IX below, and shall be used only by MEDINOL or its Approved Manufacturer to manufacture API, for the sole purpose of manufacturing MEDINOL Licensed Products for use and sale by MEDINOL strictly in accordance with the terms and conditions of the License Agreement.
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Delay and Failure to Supply. Should GalaGen, at any time during the course of this Agreement, have reason to believe that it will be unable to meet Wyeth-Ayerst's requested delivery dates, GalaGen will promptly notify Wyeth-Ayerst in writing setting forth the reasons for the delay. Such notification will not be deemed a waiver of GalaGen's obligation set forth in Section 4.3(b). In connection therewith: (a) If at any time GalaGen experiences a shortage of Ingredient supply and the available supplies of Ingredient are not sufficient to satisfy all of Wyeth-Ayerst's requirements for the Ingredient, GalaGen shall allocate its available worldwide supplies (including inventory in excess of customary supplies) first to Wyeth-Ayerst based on Wyeth-Ayerst's binding forecasts and any excess supplies of Ingredient may thereafter be allocated among its own requirements and those of its licensees and distributors. (b) If at any time GalaGen is of the opinion that it may not be able to meet future binding orders from Wyeth-Ayerst for Ingredient (including, but not limited to a situation where as a result of any intellectual property litigation GalaGen chooses not to supply Ingredient) it shall notify Wyeth-Ayerst in writing, and the Parties shall in good faith cooperate and endeavor to make appropriate arrangements for a continuous and adequate supply of Ingredient from GalaGen to Wyeth-Ayerst.
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Delay and Failure to Supply. (a) In the event that CIMA shall have reason to believe that it will be unable to supply Schering with the full quantity of the Licensed Product forecasted to be ordered or actually ordered by Schering in a timely manner, CIMA shall promptly (and in any event within thirty (30) business days) notify Schering thereof. If CIMA shall so notify Schering, or if CIMA shall fail to provide Schering with adequate assurances of timely performance upon Schering's request therefor (regardless of whether past performance has complied herewith or not), Schering and CIMA shall promptly meet to discuss how to thereafter supply Schering's Requirements in a timely manner. (b) In the event of a Supply Failure, CIMA shall exercise diligent efforts to resume production as quickly as possible and shall notify Schering in writing upon resumption of production, whereupon it shall supply Schering with such modified requirements for the Licensed Product as Schering may have for the remaining Term of this Agreement. (c) Notwithstanding the foregoing, the parties agree that a Supply Failure shall be a material breach of this Agreement.
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Delay and Failure to Supply. Should NTC, at any time during the course of this Agreement, have reason to believe that it will be unable to meet S-P's requested delivery dates, NTC will promptly notify S-P in writing setting forth the reasons for the delay. In connection therewith, 3 4 (a) In the event NTC, for any reason (including events of excused performance as set forth in this Agreement) has been unable to supply S-P's binding purchase orders for NZO meeting the warranties contained in Paragraph 5.6 of this Agreement, without being able to supply ninety percent (90%) of such binding purchase orders within an additional ten (10) days, (including any new orders in such period), then NTC, upon written notice to S-P may establish secondary sources of supply for the purchase requirements set forth in Paragraph 7.4 of this Agreement. (b) In the event S-P has reason to believe that NTC or NTC's secondary sources for any reason (including events of excused performance as set forth in this Agreement) will not be able to supply S-P's purchase orders for NZO meeting the warranties contained in this Agreement, S-P may notify NTC in writing requesting adequate assurances of future performance and that NTC will be able to supply S-P with at least ninety percent (90%) of the purchase orders to be delivered in accordance with this Agreement. NTC shall, within ten (10) days, respond in writing to S-P's request for adequate assurances of future performance stating whether NTC is or is not able to supply S-P with at least ninety percent (90%) of the purchase orders. If NTC fails to live up to its assurances, then S-P may also seek and/or establish a secondary supplier. (c) In the event NTC anticipates that in the future NTC or any NTC secondary source will be unable to supply S-P's purchase orders for NZO meeting the warranties contained in this Agreement, with no prospect of being able to provide ninety percent (90%) of such purchase orders within an additional thirty (30) days, then NTC shall notify S-P in writing to that effect. Upon such notification, S-P may, if it chooses, temporarily suspend this Agreement and produce the NZO for its own purchase requirements as set forth in this Agreement. At such time as NTC or a NTC secondary source is able to resume production, with NTC exercising diligent efforts to resume production as quickly as possible, NTC shall notify S-P in writing and continue and/or reinstate this Agreement with NTC supplying S-P's requested requirements for NZO for the term re...
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Related to Delay and Failure to Supply

  • Failure to Supply 4.2.1 If Company becomes aware that a Supply Interruption is reasonably likely to occur, Company shall promptly notify AbbVie by telephone or by written notification and shall provide AbbVie with the opportunity to meet in person or by teleconference to discuss the details to the extent they are known by Company. 4.2.2 In the event that Company is unable, or notifies AbbVie that it is unable or otherwise receives notice from its CMO that it will be unable to supply, for any reason, except for a Force Majeure Event, to supply Product in accordance with the quantities and/or delivery dates specified by AbbVie for such Product via Purchase Orders, Company shall have a period of *** days or such longer time as necessary so long as Company is using commercially reasonable efforts to cure such interruption to supply, during which time Company will prioritize AbbVie Purchase Orders of Product over Company or other customer orders. If such interruption to supply continues after such sixty (60) day period, AbbVie may, in its sole discretion: (a) cancel outstanding Purchase Orders with Company; (b) require Company to supply the undelivered Product at a future date agreed upon by the Parties; or (c) at Company’s sole expense, manufacture or have manufactured by a Third Party designated and qualified by AbbVie such quantity of ribavirin as AbbVie may reasonably determine with notice to Company as will meet AbbVie’s worldwide requirements in light of such interruption to supply. AbbVie shall be entitled to receive from Company *** % of AbbVie’s cover damages, comprising cost differences between the Product’s cost and the replacement product’s cost, and reasonable costs associated with procuring replacements for the Product, until such time as Company is capable of resuming its supply obligations under this Agreement. Upon Company’s resolution of the interruption to supply to the reasonable satisfaction of AbbVie, AbbVie shall be required to resume purchasing the Applicable Percentage of AbbVie Product Requirements from Company but shall be excused from purchasing that portion attributable to the permitted purchases from the Third Party manufacturer under Section 4.2.2(c).

  • Epidemic Failure Warranty Supplier warrants all Products against Epidemic Failure for a period of three years after DXC’s Acceptance. Epidemic Failure means the occurrence of the same failure, defect, or non-conformity with an Order in 2% or more of Products within any three-month period.

  • OUR LIABILITY FOR FAILURE TO STOP PAYMENT If You order Us to place a stop payment on one of Your pre-authorized payments 3 business days or more before the transfer is scheduled, and We do not do so, We will be liable for losses or damages, to the extent provided by law. TRANSACTION SLIPS. Except for mail-in transactions and certain small-value transactions, You can get a receipt at the time You make any transaction to or from Your Account through the use of Your Card. When an electronic fund transfer has been made during any given month, You will receive a monthly statement to reflect all electronic fund transfers to or from Your Account during that statement period. In any case, You will receive a statement at least quarterly. FEES. We may assess reasonable charges against Your Account for transactions performed at electronic terminals. If so, We will specify any charges for these or other types of electronic transactions, including automatic transfers, on an accompanying pricing document. We will explain the charges to You when You open Your Account. You will be provided with a fee schedule, and other specified information after Your Account is established. Additional fee schedules are available at any of Our office locations. When You use an ATM not owned by Us, You may be charged a fee by the ATM operator, or any network used, and You may be charged a fee for a balance inquiry even if You do not complete a fund transfer.

  • Remedy for failure to insure If the Concessionaire shall fail to effect and keep in force all insurances for which it is responsible pursuant hereto, the Authority shall have the option to either keep in force any such insurances, and pay such premia and recover the costs thereof from the Concessionaire, or in the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as deemed to have been received by the Concessionaire.

  • Epidemic Failure Remedy If an Epidemic Failure occurs, all costs, including but not limited to, replacement Products, parts, upgrades, materials, labor, transportation and inventory replacement arising from an Epidemic Failure shall be borne by Supplier, regardless of whether DXC initiates a field stocking recall or customer-based recall or retrofit, including Products in distributor inventory and DXC’s installed base. Supplier, at its expense, will ensure that such Products, parts or upgrades have the highest shipping priority. DXC reserves the right to procure, upon terms it deems appropriate, similar products to substitute the affected Products, and Supplier shall promptly reimburse DXC for all costs, charges, prices and fees paid in purchasing the substitute products.

  • Borrower’s Failure to Notify Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing, such Borrowing shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 6.2 hereof. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of Eurocurrency Loans in the same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the application of Section 1.4 hereof and of the restrictions contained in the definition of Interest Period.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Liability for Failure to Make Transfers If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Our Liability for Failure to Make Transfers If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

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