Facility Shutdown. Seller may terminate this Agreement, without liability to Buyer, if Seller elects to permanently shut down the facility that produces the Product; provided Seller gives Buyer at least three (3) months’ advance notice of early termination.
Facility Shutdown. The parties agree that Del Monte shall assign to Buyer and Buyer shall assume those obligations set forth in Section 4.13 of the Supply Agreement with respect to the Transferred Facilities. Del Monte shall retain liability for those Facilities not transferred to Buyer, including, without limitation, all obligations pertaining to the Impress Terminal Island Facility as described in Section 4.14 of the Supply Agreement, subject to the provisions of subsection (i) below.
Facility Shutdown. At any time after three (3) months following Start- Up, unless otherwise unanimously agreed by the Management Committee, in the event the Partnership incurs an Operating Loss in connection with operation of the Facility during any Month. operation of the Facility will be halted following such period, upon the written request of any Partner, unless or until any of the following occurs:
(a) the Management Committee determines that operation of the Facility can generate a positive Operating Margin. Such determination by the Management Committee shall be unanimous; provided, however, in the event that the Facility would have generated a positive Operating Margin for the previous Month had it been in operation for such Month, such determination by the Management Committee shall only require a majority vote;
(b) the Management Committee unanimously approves operation of the Facility without determining that it can generate a positive Operating Margin; or
(c) one (1) or more of the Partners (the "Funding Partner(s)") is willing to pay to the Partnership a sum equal to the amount necessary for the Facility to operate on a break-even basis (i.e., Operating Margin equals zero) plus the Facility Charge. In this regard, the Funding Partner(s) shall notify Operator, in writing (with copies to the other Partners), of its or their desire to have the Facility continue to operate during the next Month. Such notice should be received by Operator no later than three (3) business days prior to the date that operation of the Facility would otherwise be halted in accordance with this Section 8.6 and should include payment of the estimated sum (based on the Management Committee's forecast of Operating Margin for the next Month), if any, required by this subsection (c) in order to continue operation of the Facility for such Month. The estimated sum will be adjusted to the actual sum, if different, by a credit or charge to the Funding Partner(s) within thirty (30) days following the Month for which the estimated sum was paid. So long as monthly notice and payments are made by the Funding Partner(s) in accordance with this subsection (c), operation of the Facility in this manner shall continue until said Funding Partner(s) notify the Partnership, upon no less than seven (7) days prior notice, that it or they are unwilling to continue paying such sum or until either of the conditions described in subsections (a) or (b) above occurs.
Facility Shutdown. Patheon will provide, upon at least [***] prior notice by Zogenix, access to the Facility in order to perform all activities required by Zogenix for removal of Zogenix’s Equipment. Patheon will provide to Zogenix all reasonably necessary assistance in the removal and transportation of such Equipment from the Facility. Zogenix will reimburse Patheon for all reasonable expenses incurred during the removal of the Equipment at the rates specified in Schedule F.
Facility Shutdown
