Failure of Supply. (a) All materials supplied in lieu of or in substitution for rejected materials shall in like manner be subject to the similar rejection, charge for rent and removed, in the event of such substituted materials being rejected. The S.E./SWM may without further notice to the Contractor purchase materials at the Contractor’s risk and cost in the open market. In case of any neglect or refusal on the part of the contractor to supply and deliver the ordered quantity or quantities and at such time or times, place or places and in such manner as herein provided and any such neglect or refusal as aforesaid shall happen, it shall be lawful for the S.E.(SWM) or any person hereunto authorized to purchase elsewhere and from any other person or persons whomsoever at the risk and cost of the Contractor such quantities of the said materials as shall have not been duly supplied and delivered by the Contractor or as shall be required in lieu of thereof which shall have been so rejected as aforesaid and to charge the excess if any, between the prices of the materials which may be so purchased or money which may have been paid for the same and the price or prices payable under this contract for such materials against the Contractor provided always that in the case the price payable under this contract for such materials which shall be so purchased elsewhere than from the Contractor shall exceed the price or prices or the money which have been paid for the same, such difference shall accrue to and to be for the benefit of the Corporation and the Contractor shall not be entitled to any allowance in respect of the same.
Failure of Supply. In the event of a Supply Failure (as defined below), Licensee shall have the right to identify, establish and maintain a Third Party manufacturer as a second source for the supply of Licensed Product or API, as applicable (a “Second Source”). No later than ten (10) Business Days after a Supply Failure, the JMC shall establish a schedule and budget for activities and responsibilities of the parties, including technology transfer, required to establish the Second Source. Promptly after the selection of a Second Source for the Licensed Product by Licensee and such Second Source enters into a written agreement with GPC Biotech, GPC Biotech shall commence transfer to such Second Source of technology relating to the Manufacturing Process for the Licensed Product which transfer shall be completed as soon as practicable thereafter, subject to the applicable terms of such agreement. Such agreement shall include (a) licenses under Intellectual Property Rights Controlled by GPC Biotech to the extent required to enable the Second Source to Manufacture the Licensed Products for Licensee and (b) adequate protection for the trade secrets and other confidential information of GPC Biotech relating to transferred technology. GPC Biotech shall bear the expenses (including any payments to Third Parties) associated with the activities under this Section 8.5, unless the cause of the Supply Failure is a Force Majeure event (as described in Section 9.6) in which case such costs and expenses shall be deemed “Collaboration Costs” subject to the terms of the License Agreement. For purposes of this Section 8.5, a “Supply Failure” shall be deemed to occur if, at any time during the term of this Agreement, GPC Biotech fails to deliver to Licensee an amount of Licensed Product conforming to the requirements of Article 6 hereof of less than (i) [...***...] of the quantities specified in Purchase Orders over a period of [...***...]; or (ii) [...***...] of the quantities specified in Purchase Orders over a period of [...***...], where in each case such quantities were properly forecast and ordered by Licensee in accordance with this Section 2. In addition, if either Party becomes aware of any conditions or circumstances affecting the supply of Licensed Products or the Facilities that could reasonably be expected to lead to a Supply Failure, such Party will inform the other Party thereof. In such event, Licensee may then begin the process of identifying and contacting potential Second Sourc...
Failure of Supply. FCStone shall use reasonable efforts to obtain an adequate and timely supply of Feedstock for Client’s requirements at prices consistent with prevailing market conditions, but shall have no liability or responsibility for the inability to obtain supplies due to market conditions. The inability to obtain feedstock shall not axxxx or reduce the service fee to FCStone hereunder. Notwithstanding the foregoing, in the event FCStone is unable to meet Client's requirements for Feedstock, Client shall be entitled to obtain feedstock from third parties.
Failure of Supply. MST agrees that a failure to supply the amount of Product set forth in an Order is a material breach of this Supply Agreement and is a ground for termination unless the breach (1) is cured in accordance with 2.2(c)(ii); (2) is excused by other provisions of this Supply Agreement; or (3) is due to causes attributable to COMPANY or another supplier specified by COMPANY. Notwithstanding the foregoing, the Parties may agree, in an Exhibit A for a Product, that MST’s failure to supply 100% of the amount specified in an Order on the agreed-upon delivery date will not be a breach of the Supply Agreement and will not trigger a ninety-day cure period (or a requirement to provide a plan within ninety days to remedy the breach in another period of time), provided that COMPANY agrees that its ability to maintain traceability for any Product is preserved with respect to the balance of the amount specified in the Order.
Failure of Supply. In the event PHC is unable or unwilling to provide to Eden any or all of the Compositions on the terms and conditions provided for in this Agreement within sixty (60) days of any requested delivery date under a Purchase Order, Eden may, at anytime during the continuation thereof, declare a Failure of Supply under the terms of this Section 5. Upon the occurrence of a Failure of Supply with respect to any Compositions, Eden may, at its option, select and qualify a Second Source to make the Compositions for sale to Eden under this Agreement subject to the following:
(a) within ninety (90) days after the occurrence of, or anytime during the continuation of, any Failure of Supply, Eden may give PHC written notice thereof and of Eden’s desire to select and qualify a Second Source to make such Compositions for distribution to Eden under this Agreement;
(b) Eden will be responsible for the selection of any Second Source and may select as the Second Source itself or any third party that it reasonably determines is or will be qualified to effectively make and deliver applicable Compositions in accordance with all applicable Regulatory Approvals and other requirements comparable to those imposed on PHC under this Agreement; and
(c) Eden will promptly notify PHC of the selection and qualification of any Second Source (including, without limitation, the name, address and telephone number of the Second Source, the particular Compositions to be made, and the qualifications of such Second Source to make such Compositions). Upon such notification, PHC will cooperate in the qualification of such Second Source in accordance with any applicable regulatory authority, including, without limitation, the EPA.
Failure of Supply. If for any reason (including the fault of the Company) the water supply to the Landowner is diminished or shall fail, then no person shall by reason of such diminished supply or failure have any claim or right of action against the Company.
Failure of Supply. Landlord shall not be liable to Tenant for any loss, damage or expense that Tenant may incur by reason of any failure or defect in the supply or character of electricity furnished to the Premises for any reason, except for any actual damages incurred by Tenant as a result of the gross negligence or willful misconduct of Landlord. In no event shall Landlord be liable to Tenant or any other Person for consequential damages.
Failure of Supply. In the event for any reason, including Force Majeure (as hereinafter defined) (but excluding the failure of PFIZER to perform its obligations as a back-up manufacturer pursuant to the terms of Section 9.05, if applicable), XXXXXX-XXXXXXX shall be unable to supply on a timely basis (in accordance with XXXXXX-XXXXXXX'x normal and customary practice) at least ninety-three percent (93%) of the orders for Product in the Territory and provided that such orders are not materially greater than the forecasted Product requirements included in the then current Marketing Plan, then the following adjustments shall be made to the terms otherwise provided herein:
(a) If such failure to supply continues for two consecutive months or less, the Agreement Year in which such failure to supply occurred shall be extended by a length of time equal to two times the number of days during which XXXXXX-XXXXXXX failed to supply Product as provided for above.
(b) If such failure to supply continues longer than two consecutive months, the Agreement Year in which such failure to supply occurred shall be extended by a length of time equal to four times the number of days during which XXXXXX-XXXXXXX failed to supply Product as provided for above.
(c) Provided XXXXXX-XXXXXXX'x failure to meet its supply obligations shall not be the result of XXXXXX-XXXXXXX'x material breach of its obligations under this Agreement, then Sections 9.06(a) and (b) set forth PFIZER's sole remedy in the event XXXXXX-XXXXXXX fails to meet the supply obligations set forth in this Article IX.
Failure of Supply. 12.5.1 If during any Calendar Quarter (a “Supply Deficit Quarter”) during the Term, Abraxis for any reason (other than a Force Majeure event) does not have available to it sufficient supply of the Product to be able to fulfill at least [***] of the orders of the Product that but for such failure of supply would have been filled in the ordinary course of business during such Calendar Quarter and generated Net Sales of the Product in the Territory during such Calendar Quarter (provided that such orders do not represent an amount of Product greater than [***] of the amount of orders for the Product forecasted to be filled and to generate Net Sales of the Product in the Territory during such Calendar Quarter as set forth in the applicable Business Plan), then AstraZeneca shall be entitled to receive additional compensation determined as follows: After the occurrence of the next Full Supply Period (defined below), the Parties shall calculate the amount of Compensation that AstraZeneca would have been entitled to receive for such Supply Deficit Quarter had Net Sales of the Product in the Territory recognized by Abraxis during such Calendar Quarter been equal to the Net Sales of the Product in the Territory recognized by Abraxis during such Full Supply Period (the “Alternative Compensation Amount”). Within sixty (60) days after the calculation of such amount the Alternative Compensation Amount, Abraxis shall CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT MARKED [***] HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
Failure of Supply. Maintenance Agency shall not be liable for any claims for loss, damage or compensation, whatsoever, arising out of failure or shortage in supply due to, either directly or indirectly, war, mutiny, civil commotion, riot, strike, lock-out, fire, flood, tempest, lightening earthquake or other force majeure conditions or occurrence beyond the control of Maintenance Agency or inadequate or low quality of supply from PSPCL to Maintenance Agency.
