Inability to Supply Sample Clauses
Inability to Supply. XXXX will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the XXXX 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 XXXX would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the XXXX facility due to a default of XXXX 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 XXXX 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 XXXX 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 (“XXXX Replacement Biodiesel Price”), shall be referred to as “XXXX Replacement Biodiesel.” If all above criteria are met, MBF will accept the XXXX Replacement Biodiesel, and upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX the XXXX Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not XXXX Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.” In the event that XXXX’x 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 XXXX’x notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and ...
Inability to Supply. (a) If at any time during the Term the Licensee is unable or is likely to become unable, for whatever reason, to supply a particular Good, irrespective of the reason for that inability to supply, the Licensee must:
(i) immediately notify the School Council of that fact; and
(ii) promptly provide to the School Council for its consideration, a substitute for the relevant item.
(b) Any substitute or replacement item will be supplied at the same cost (or lower) as the item that it has replaced, unless otherwise agreed in writing by the School Council. If the School Council agrees to accept the substituted item in replacement for the original item, the substituted item will become part of the Goods and the Licensee must promptly provide to the School Council an updated version of Schedule B1 containing a list of all Goods and their respective Unit Prices.
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. (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. 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. 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 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 Telephone 000-000-0000 Fax (000) 000-0000 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. 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.
Inability to Supply. In the event that a Depomed Supply Failure occurs, notwithstanding its compliance with its obligations under Section 6.1, to fulfill all orders for the Product generated by King activities in a timely and efficient manner, upon written notice to Depomed (a “King Manufacturing Notice”), King shall have, and hereby grants King, exercisable only in accordance with the provisions hereof, the right, but not the obligation, to manufacture, or have manufactured, the Product on behalf of Depomed, at Depomed’s expense, including expenses related to the technical transfer of the Product, and Depomed will provide reasonable assistance to King in connection therewith, including by transferring or licensing to King all Technology necessary or useful to give King the capability of manufacturing the Product so that King can undertake manufacture of the Product; provided, however, that Depomed shall not be required to reimburse King for more than [***] percent ([***]%) of Depomed’s standard cost for such Product. Any such Product manufactured by King will be sold by Depomed in accordance with this Agreement. King’s right to use the Technology to manufacture, or have manufactured, the Product under this Section 6.6 shall terminate upon the later to occur of (a) the second (2nd) anniversary of the date upon which King delivered the King Manufacturing Notice to Depomed and (b) the six (6) month anniversary of the date upon which Depomed shall have delivered to King a certification of its CEO as to Depomed’s ability to fulfill all orders for the Product generated by King activities in a timely and efficient manner, but in any event on termination of this Agreement.
Inability to Supply. In the event that Manufacturer, at any time during the Term, determines for any reason that it will be unable to supply Purchaser with the full quantity of Product forecasted to be ordered or actually ordered by Purchaser by the date such Product is required to be delivered in conformity with the warranties set forth in Section 2.2(f), Manufacturer shall promptly, and in no event more than seven (7) days following Manufacturer’s determination, notify Purchaser in writing of such determination (a “Supply Interruption Notice”). In the event (A) Purchaser receives a Supply Interruption Notice or (B) Manufacturer fails to timely supply Product required to be delivered in accordance with a Purchase Order more than three (3) times in any three (3) month period (each, a “Supply Interruption”), Purchaser may elect, in its sole discretion and notwithstanding any other provisions of this Agreement, to Manufacture the Product at one (1) or more sites qualified and registered to Manufacture Product for Purchaser (each a “Back-up Manufacturer”) by providing written Notice thereof to Manufacturer, and in such case, Purchaser shall (A) purchase from Manufacturer such portion of its then-current Product quantities for the applicable Firm Order Period and/or any Excess Amount that Manufacturer is able to Manufacture in accordance with the terms of this Agreement and (B) purchase from the Back-up Manufacturer such portion of the then-current Product quantities for the Firm Order Period and/or any Excess Amount that Manufacturer is unable to Manufacture in accordance with the terms of this Agreement. All costs and expenses relating to any such site change shall be borne by Manufacturer, including, but not limited to, validation costs, stability charges, and quality assurance audit expenses. Purchaser shall subsequently resume its purchase of the Product from Manufacturer hereunder within a reasonable period of time following the first purchase from the Back-up Manufacturer (but in no event later than six (6) months, unless otherwise agreed to in writing by the Parties) after Manufacturer provides Purchaser with written Notice that Manufacturer is able to fully resume Manufacture of Product in accordance with the terms of this Agreement, together with reasonable documentation in support thereof.