Inability to Supply Clause Samples

Inability to Supply. (A) If Shionogi is unable, at any time, to supply Peninsula on a timely basis with the quantity of Licensed Products ordered by Peninsula in accordance with Sections 2.3 and 2.4 for any reason, including the occurrence of a force majeure event under Section 10.5, Shionogi shall immediately notify Peninsula of such inability to supply and the estimated extent of such inability (including delay time and the quantity of Licensed Products involved), and shall use good faith diligent efforts to cure the supply problem as soon as possible. In such event, Shionogi shall [*] all quantities of the Compound or Licensed Product to be supplied to [*] to cover the amount of the past due Licensed Products to be supplied to Peninsula until such time as the supply shortage has been cured. If the quantity of Licensed Products that Shionogi is unable to supply to Peninsula exceeds [*] percent ([*]%) of the quantity of Licensed Products ordered by Peninsula in accordance with Sections 2.3 and 2.4, Shionogi and Peninsula shall promptly thereafter discuss the cause of the supply shortage and appropriate resolutions. In such instance, the Parties shall work cooperatively and diligently to find a resolution that cures the supply problem and provides for adequate supplies of Licensed Product for worldwide sales, including providing to Peninsula all ordered Licensed Products as it requires. Shionogi agrees to discuss and consider in good faith all appropriate resolutions to cure the supply problem, including, without limitation, [*] to Peninsula [*] supply of the Compound or Licensed Product [*] to cover the amount of the past due Licensed Products to be supplied to Peninsula and/or engaging a Third Party manufacturer reasonably acceptable to Shionogi as a second source to manufacture, on Shionogi's behalf, the Compound and/or Licensed Products to be supplied to Peninsula, and shall implement such solutions as are reasonable to resolve the problem. (B) If a supply problem occurs to the extent that, at any particular time, Licensed Products that have been ordered by Peninsula pursuant to Sections 2.3 and 2.4 which are more than [*] weeks past due (according to their scheduled delivery dates in the applicable orders), and such amount of past due Licensed Products represents more than [*] percent ([*]%) of the amount of Licensed Products forecasted to be ordered for the most recent month (a "SUPPLY DISRUPTION"), then Peninsula and Shionogi will discuss the Supply Disruption and seek ...

Inability to Supply. (a) In the event of any Short-Term Inability to Supply or Long-Term Inability to Supply, ERS shall be entitled in proportion to the supply shortfall to delay the incurrence of the Development Costs and/or the Distribution Costs, Sales Costs and/or Marketing Costs for the relevant period, until such Short-Term Inability to Supply or Long-Term Inability to Supply ends. The Clinical Budget and/or the relevant Marketing Budget shall be adjusted accordingly. Any issues relating to the application of this provision shall be subject to review by the relevant Committee, and any resolution of such matters shall require a consensus decision by such Committee, not subject to the tie-break mechanisms of the relevant Sections of this Agreement.

Inability to Supply. In the event that PerImmune is unable to supply [***] of Progenics' purchase orders for two consecutive quarters, then PerImmune agrees to provide Progenics the right and license to use the relevant Know-how to manufacture or have manufactured KLH for use in producing Ganglioside Vaccine, and to fully cooperate with regulatory authorities to qualify Progenics and/or its designee as a manufacturer of KLH. In such event, at Progenics' request, PerImmune shall promptly disclose to Progenics all Know-how and information reasonably necessary to manufacture KLH and the parties shall mutually agree upon a reasonable schedule for gradually reducing the amount of KLH purchased by Progenics from PerImmune, until such time PerImmune is able to reasonably demonstrate the ability to supply Progenics with its requirements.

Inability to Supply. Progenics recognizes the importance of its obligation to meet DuPont's material requirements in a timely and reliable manner. To enable such continuity of supply, Progenics will use its best efforts to arrange for sCD4 to be manufactured on Progenics' behalf if some unusual event causes Progenics' inability to supply. If at any time, Progenics for a continuous period of ten (10) days due to a force majeure event, or non-force majeure event, shall be unable or unwilling to deliver any Product subject to this Agreement and attachments hereto, then Progenics shall notify DuPont of the situation and use its best efforts to arrange for sCD4 to be manufactured to DuPont's material requirements hereunder. In the event that the failure to deliver sCD4 shall be as a result of the fault of Progenics, then Progenics shall bear all costs necessary to cause the sCD4 to be manufactured by another party ("Alternate Manufacturing Cost"). MEDICAL PRODUCTS DEPARTMENT ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone ▇▇▇-▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ INABILITY TO SUPPLY (Cont'd): In the event that the failure to deliver sCD4 shall be as a result of the fault of DuPont, then DuPont shall bear all Alternate Manufacturing Costs. In all other events, Progenics shall arrange for the alternate manufacturer and each party shall bear its own costs. If Progenics corrects the cause for alternate manufacture, then Progenics may resume production of affected Product at any time.

Inability to Supply. ▇▇▇▇ will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the ▇▇▇▇ facility caused by operational (minimum of three (3) calendar days’ notice) or maintenance issues (minimum of ten (10) calendar days’ notice) and provide detailed descriptions (including specifications and feedstock) of any available amounts of Biodiesel that ▇▇▇▇ would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the ▇▇▇▇ facility due to a default of ▇▇▇▇ to perform hereunder. Such proposed replacement Biodiesel that (a) meets or exceeds the Biodiesel specifications contained in Section 5 hereof, (b) is produced using the same feedstock type or feedstock blend, (c) is produced using feedstocks meeting the same sustainability criteria as the Feedstock from with the Biodiesel being replaced would have been produced, (d) is of like kind and quality, (e) is available at the MBF’s intended port of embarkation for the Biodiesel being replaced (or such other port that the MBF agrees to in writing in its sole discretion and in advance, in which case the ▇▇▇▇ will reimburse MBF for the Incremental Transportation Costs associated with such substitute port) on or before the date on which the Biodiesel that is being replaced was to be at such port of embarkation, and (f) is offered by ▇▇▇▇ for sale to MBF, free and clear of any liens or claims of any third party, for the price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“▇▇▇▇ Replacement Biodiesel Price”), shall be referred to as “▇▇▇▇ Replacement Biodiesel.” If all above criteria are met, MBF will accept the ▇▇▇▇ Replacement Biodiesel, and upon delivery ▇▇▇▇ will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to ▇▇▇▇ the ▇▇▇▇ Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not ▇▇▇▇ Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.” In the event that ▇▇▇▇’▇ notice offers Third Party Replacement Biodiesel, MBF shall have the sole discretion to accept or reject such Third Party Replacement Biodiesel. If MBF does not accept an offer of Third Party Replacement Biodiesel within three (3) business days of ▇▇▇▇’▇ notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery ▇▇▇▇ will reimburse MBF for the Incremental Transportation Costs and ...

Inability to Supply. 15.1 Without prejudice to any other condition hereof should the manufacture, supply or despatch of the whole or any part of the Goods contracted for be interrupted, prevented or hindered by any cause or causes whatsoever beyond the Company's confidence the Company shall be entitled to postpone or suspend any delivery or deliveries under the contract until (in the Company's judgement) any such cause has ceased to operate. The Company shall be under no liability whatsoever in respect of such postponement or suspension. 15.2 If delivery is delayed for more than 3 months the Company has the option (without incurring any liability for loss or damage arising there from) of cancelling the contract and refunding any payment made by the Purchaser. 15.3 Without limiting the generality of the cause or causes referred to above the same shall include war, fire, accident, breakdown of plant or machinery, industrial action, disputes (including strikes and lockouts) unavailability of and restrictions on supplies, non-delivery or delay in delivery of any materials or any other circumstances (of whatsoever nature and not limited to the foregoing) which directly or indirectly interrupt or hinder the due performance of the contract.

Inability to Supply. In the event that Packager, at any time during the Term, determines for any reason that it will be unable to supply Purchaser with the full quantity of Packaged Product forecasted to be ordered or actually ordered by Purchaser by the date such Packaged Product is required to be delivered in conformity with the warranties set forth in Section 2.2(e), Packager shall promptly, and in no event more than seven (7) days following Packager’s determination, notify Purchaser in writing of such determination (a “Supply Interruption Notice”). In the event (A) (x) Purchaser receives a Supply Interruption Notice or (y) Packager fails to timely supply Packaged Product required to be delivered in accordance with a Purchase Order more than three (3) times in any three (3) month period ((x) and (y) in each case, a “Supply Interruption”) and (B) such Supply Interruption is not the result of Purchaser’s failure to provide an adequate and timely supply of Materials to Packager to Package the Product, Purchaser may elect, in its sole discretion and notwithstanding any other provisions of this Agreement, to Package the Product at one (1) or more sites qualified and registered to Package Product for Purchaser (each a “Back-up Packager”) by providing written Notice thereof to Packager, and in such case, Purchaser shall (A) purchase from Packager such portion of its then-current Packaged Product quantities for the applicable Firm Order Period and/or any Excess Amount that Packager is able to Package in accordance with the terms of this Agreement and (B) purchase from the Back-up Packager such portion of the then-current Packaged Product quantities for the Firm Order Period and/or any Excess Amount that Packager is unable to Package in accordance with the terms of this Agreement. All costs and expenses relating to any such site change shall be borne by Packager, including, but not limited to, validation costs, stability charges, and quality assurance audit expenses. Purchaser shall subsequently resume its purchase of the Packaged Product from Packager hereunder within a reasonable period of time following the first purchase from the Back-up Packager (but in no event later than six (6) months, unless otherwise agreed to in writing by the Parties) after Packager provides Purchaser with written Notice that Packager is able to fully resume Packaging of Product in accordance with the terms of this Agreement, together with reasonable documentation in support thereof.

Inability to Supply. 10 3.7 Warranty..................................................... 11 3.8 Price........................................................ 11 3.9

Inability to Supply. If the Licensor or Aussie Pooch is unable: (a) by reason of any industrial dispute; or (b) by reason of the failure of any person to supply any goods or Services to the Representative; or (c) by reason of law, riot, government restrictions, civil commotion, act of God; or (d) by reason of any cause beyond the control of the Licensor or Aussie Pooch; to deliver any Services or supply any goods, then the Licensor or Aussie Pooch will not be under any liability for any loss or damage suffered by the Representative (including consequential loss or damage) and the Licensor may give notice in writing to the Representative to terminate this Agreement or extend the time for performance of its obligations under this Agreement.