Failure Event. NeurogesX shall have the right to terminate this Agreement at any time in the case of a Failure Event (as defined in Section 6.4), provided that such Failure Event is due to LTS not employing [***] to supply Patches. In case NeurogesX purchases all its commercial requirements of Patches from a third party after a Failure Event, then LTS shall have the right to terminate the Agreement upon written notice. In case LTS declines the offer to supply NeurogesX’s requirements set forth in Section 6.4(e), either Party shall have the right to terminate the Agreement upon written notice.
Failure Event. The Parties acknowledge the possibility that one or more of the following events (each, a “Failure Event”) may occur:
(1) PARI undergoes a voluntary or involuntary dissolution;
(2) PARI ceases to conduct business in the normal course, becomes insolvent, files for bankruptcy, is subject to a bankruptcy proceeding or otherwise becomes bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors; or
(3) PARI’s failure to supply at least *** percent (***%) of all quantities of Devices, Nebulizer Handsets and *** (which, for purposes of calculating a Failure Event under this subsection (3), shall be calculated ***) set forth in all accumulated Purchase Orders (but only to the extent each such Purchase Order is within the applicable forecasted amount) in any *** (***) consecutive ***; provided that in order for a shortage in supply to qualify under this subsection (3), the delivery date in the applicable Purchase Order corresponding to such supply shortage must be at least *** (***) days from the delivery date in any other Purchase Order for which a shortage in supply occurred and is being applied towards a Failure Event under this subsection (3); and provided further that PARI shall be permitted to use Safety Stock to avoid an incomplete Purchase Order, in which case such Purchase Order shall be deemed complete and not be counted towards the occurrence of a Failure Event.
Failure Event. At any time after the first [ * ] months following Launch if either: (i) for [ * ] successive [ * ]-month periods, Alexza fails to meet at least [ * ] of its aggregate supply obligation (excluding excess order supply) in Article 6 for such [ * ] month periods, or (ii) in such month when it becomes mathematically impossible, based on shortfalls in deliveries by Alexza in successive preceding months for Alexza and the outstanding Purchase Orders and Supply Forecast, for Alexza to avoid the event specified in clause (i) above, then a “Failure Event” shall be deemed to have occurred. For clarity, in calculating what percentage of Alexza’s supply obligation has been met, only Units of the Product that have been received and not rejected by Teva pursuant to Section 6.16 shall be included. Upon a Failure Event, Teva shall have the right, within [ * ] Business Days after such Failure Event upon written notice to Alexza, to elect to make or have made the Product (including the Staccato Device and other components of the Product). To the extent that an Additional Manufacturer has not been [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. qualified or is not available, within [ * ] days after Teva’s notice to Alexza, the Parties shall agree upon a transition plan to minimize any disruption to the supply of the Product. The transition plan shall include a mutually agreed-upon schedule for transition activities, including transfer of manufacturing Know-How. To enable exercise of the manufacturing rights of Teva under this Section 7.5 upon a Failure Event, Alexza agrees at no additional cost, to provide Teva or one (1) Third Party manufacturer designated by Teva with technical assistance in the manner designed to enable Teva or such Third Party manufacturer to manufacture the Product for Teva. In addition, Alexza shall use Commercially Reasonable Efforts to obtain the consent of Third Party suppliers, including Suppliers, of the Materials for the Product to provide, upon the exercise of Teva’ rights under this Section 7.5, Teva or a Third Party manufacturer with the right to receive such Materials on the same terms in effect for Alexza for use in the manufacture of the Product for use and sale in the U.S.
Failure Event. If:
(a) a Remedy Event Notice is given by the Secretary of State pursuant to paragraph 2.1(b) and:
(i) where no Remediation Plan is proposed pursuant to paragraph 2.3(a)(ii), the Remedy Event is not remedied in the twenty (20) Business Day period (or longer period agreed with the Secretary of State) following the Remedy Event Notice;
(ii) IP OpCo fails to put forward a Remediation Plan within twenty (20) Business Days of the Remedy Event Notice;
(iii) IP OpCo fails to comply with paragraphs 2.3(a), 2.3(b) or 2.3(c) of this schedule 2; or
(iv) IP OpCo fails to comply with the Remediation Plan in any material respect within the time period(s) specified in the Remediation Plan;
(b) the relevant Remedy Event has not otherwise been Remedied; and
(c) the Secretary of State has served a notice on IP OpCo stating that the circumstances referred to in clause 2.4(a) and clause 2.4(b) apply, then the Remedy Event shall be deemed to constitute a failure event ("Failure Event") unless otherwise agreed by the Parties.
Failure Event. For purposes of this section a "Failure ------------- Event" shall be a specific Measurement Event for which Supplier fails to achieve the relevant Critical Service Level(s) or Service Level(s); provided, however, that any such failure caused by an event described in Section III.D of this SLA shall not be counted as a Failure Event. Any single event, act or omission that causes multiple Service Levels to be missed will be counted as one Failure Event.
Failure Event. If (i) at the end of any Fiscal Year commencing with the Fiscal Year ending December 31, 1996, the return on equity (i.e., operating profit divided by Members' equity) of the Company and AAC Canada for such Fiscal Year is substantially below the targets set forth in the Annual Budget and Strategic Plan for such Fiscal Year, and there is no reasonable prospect that there will be a major improvement thereof, or (ii) for any period of three consecutive calendar months following the date hereof the retail market share of AGCO's production of Agricultural Equipment held by the Company and AAC Canada falls substantially below the lesser of (x) such average market share for the comparable three-month period in the twelve months preceding the date hereof and (y) the retail market share target set forth in the Annual Budget and Strategic Plan for such Fiscal Year, upon request of a Member (evidenced in a written notice to the other Member) the Members will negotiate in good faith to restructure the Company, AAC Canada and their businesses on terms reasonably satisfactory to both Members. If the Members do not reach agreement within 12 months from the date of commencement of such notice, either Member may give written notice to the other Member declaring that a "Failure Event" shall have occurred, and each Member may then exercise the Purchase Options, in accordance with Section 9.05. No Member shall be entitled to give notice of a "Failure Event" pursuant to this Section 9.04 if such Member (or its Affiliates) is in material breach of its obligations to the Company, AAC Canada or any Member (or its Affiliates) under this Agreement or any other related agreements or if such Failure Event results primarily from the acts or omissions of such Member or its Affiliates.
Failure Event. In the event that Mpex [*], then Axcan shall have the right to allege a failure on the part of Mpex (an “Mpex Failure Event”) by written notice to Mpex, such notice to set forth the detailed basis for such alleged failure. Subject to Section 4.4.2, upon receipt of such notice of an Mpex Failure Event, Mpex shall have a period of ninety (90) calendar days within which to cure such Mpex Failure Event. Upon conclusion of such ninety (90) calendar day cure period, if Mpex has not cured such Mpex Failure Event to Axcan’s reasonable satisfaction, Axcan shall have the right, but not the obligation, to take over all activities under the Development Plan. Mpex will take all reasonable steps to assist Axcan in the transition of such activities if Axcan elects to assume Development control under this Section 4.4.1. In such event, assuming no dispute between the Parties is ongoing (in which case Section 4.4.2 shall apply) Axcan’s funding obligations under Article 5 shall cease with respect to all Development activities not then completed and Mpex shall promptly return to Axcan all amounts paid by Axcan pursuant to Section 5.1.2 to the extent such amounts exceed the Development Costs incurred prior to Axcan’s election to assume Development control under this Section 4.4.1.
Failure Event. The term “Failure Event” means the later of: (i) the occurrence of any of the events set forth in Section 13(a)(i) or (ii) above, or (ii) PARI’s failure to supply Nebulizers ordered by Mpex in accordance with the Commercial Supply Agreement despite the meetings required above in Section 13(b).
Failure Event. The Parties acknowledge the possibility that one or more of the following events (each, a “Failure Event”) may occur:
(1) PARI undergoes a voluntary or involuntary dissolution;
(2) PARI ceases to conduct business in the normal course, becomes insolvent, files for bankruptcy, is subject to a bankruptcy proceeding or otherwise becomes bankrupt, makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they are due, permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors; or
(3) PARI’s failure to supply at least eighty percent (80%) of the ordered quantities of Devices, Nebulizer Handsets and eBase Starter Kits (which, for purposes of calculating a Failure Event under this subsection (3), shall be calculated individually) set forth in all accumulated Purchase Orders (but only to the extent each such Purchase Order is within the applicable forecasted amount) in any two (2) consecutive quarters; provided that PARI shall be permitted to use Safety Stock to avoid an incomplete Purchase Order, in which case such Purchase Order shall be deemed complete and not be counted towards the occurrence of a Failure Event.
Failure Event. 1. The Parties agree that events which fall within failure event in Repo Transaction as referred to in Article X of KPEI Regulation, shall be as follows:
a. The occurrence of failure event as provided for in the Repo Agreement.
b. Xxxxxxxx Repo Participant commits fraudulent act in the financial sector by virtue of a final and binding court decision;
c. Business license of Xxxxxxxx Repo participant has been revoked by the competent authority; and/or
d. Any other matters outside the scope of the Repo Agreement, as has been agreed by Xxxxxxxx Repo Participant with the party to the Repo Agreement.
2. In the event that events as referred to paragraph l above occurs, then KPEI shall be entitled to cease Repo Transaction activity from Triparty Repo Facility and deliver transfer of Margin which is kept by the failing Triparty Repo Participant to the non-failing Triparty Repo Participant on the related Repo Transaction.
3. KPEI shall conduct the process as referred to in paragraph 2 after obtaining a notification from the non-failing Triparty Repo Participant accompanied by supporting documents in the form of hardcopy and/or softcopy.
4. KPEI shall provide Report to Triparty Repo Participants related to failure event through Triparty Repo Facility and the failure process is conducted after obtaining a notification from the non-failing Triparty Repo Participant.
5. Repo Transaction which is ceased from Triparty Repo Facility as referred to in paragraph 2 does not legally stop Repo Transaction and the concerned Triparty Repo Participant shall resolve the said failure event outside Triparty Repo Facility.
