Insufficiency of Supply Sample Clauses

Insufficiency of Supply. (a) Subject to NovaDel's, or its designee's, delivery of a forecast and Purchase Order pursuant to Sections 3.1 and 3.2, respectively, in the event that INyX shall fail or shall be unable to supply NovaDel's, or its designee's, reasonable requirements for the Product hereunder for a period exceeding 90 cumulative days in any given 365 day period, then NovaDel may, in its discretion, elect to terminate this Agreement and NovaDel shall give INyX not less than 90 days notice of its intention to do so.
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Insufficiency of Supply. Subject to Par's delivery of a forecast and purchase order pursuant to Sections 3.4 and 4.1, respectively, in the event that NovaDel shall fail or shall be unable to supply Par's reasonable requirements for the Product hereunder for a period exceeding 90 cumulative days in any given 365 day period, then Par may, in its discretion, elect to manufacture the Product, whether directly or through an Affiliate or third-party manufacturer. If Par elects to manufacture the Product or cause the Product to be manufactured for Par, (a) Par shall give NovaDel not less than 30 days notice of Par's intention to do so; (b) Par shall prepare and submit a supplement to the NDA, and Par or NovaDel, as appropriate, shall prepare and submit a supplement to any applicable Canadian regulatory approval, seeking permission for Par, its Affiliate and/or third-party manufacturer to manufacture such Product; (c) NovaDel shall, upon the reasonable request of Par, cooperate with, assist and provide Par (or its Affiliate or third-party manufacturer, as applicable) with all and any documentation and technology necessary or desirable to allow the manufacture of the Product in a facility designated by Par and to provide the FDA and/or such other regulatory agencies with the information necessary to obtain timely approval to manufacture the Product in the facility chosen by Par; (d) Section 3.4 and Article 4 hereof shall cease to have effect; (e) no Transfer Price shall be payable to NovaDel hereunder with respect to any Product manufactured by Par, its Affiliate or third-party manufacturer; (f) the Royalty payable by Par to NovaDel pursuant to Section 5.2 hereof shall be [***] of Net Sales derived from sales of the Product in the United States and [***] of Net Sales derived from sales of the Product in Canada; and (g) the remainder of this Agreement shall remain in effect. For purposes hereof, Par's "reasonable requirements" shall be deemed to be any quantity of Product ordered by Par that is up to 120% of the quantity of Product forecasted by Par for such period pursuant to Section 3.4.
Sample 1
Insufficiency of Supply. In the event that Genpharm shall fail to supply Leiner's Reasoxxxxx xxd Consistent Requirements hereunder for a period exceeding one hundred twenty (120) consecutive days and Leiner is not xx xxxach of this Agreement, Leiner may, ix xxx discretion, elect to cause the Product to be manufactured for Leiner by a thxxx xxrty of Leiner's chooxxxx (x "Third Party Source"). At the end of such 120-day period, Leiner shall gxxx Xxnpharm not less than sixty (60) days notice of Leiner's intexx xx xxuse such Product to be manufactured by a Third Party Source for Leiner. If Gexxxxxx is able to demonstrate to Leiner, in Lexxxx'x reasxxxxxx good faith discretion, that it can meet Leiner's Reasxxxxxx and Consistent Requirements within such sixty (60) day period, then Leiner shall xxxxxnue to procure all of its requirements of the Product from Genpharm. If Genpharm is unable to demonstrate to Leiner, in Lxxxxx's reasxxxxxx good faith discretion, that it can meet Leiner's Reaoxxxxx xnd Consistent Requirements within such sixty (60) day period, and Leiner is not xx xxxach of this Agreement, then Leiner shall hxxx xxe right to secure additional supply of the Product from a Third Party Source to the extent that Genpharm is unable to meet Leiner's Reasoxxxxx xxd Consistent Requirements, only until such time as Genpharm is able to demonstrate to Leiner, in Lexxxx'x reasxxxxxx good faith discretion, that it can meet Leiner's Reasoxxxxx xxd Consistent Requirements hereunder.
Sample 1

Related to Insufficiency of Supply

  • Sufficiency of Funds Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • Adequacy of Funds The Purchaser has adequate financial resources to satisfy its monetary and other obligations under this Agreement including, but not limited to, the payment of the Purchase Price in accordance herewith.

  • Solvency of Customers Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

  • Deposit of Proceeds Subject to Section 4(b), any interest, cash dividends or other cash distributions received in respect of any Investments and the net proceeds of any sale or payment of any Investments shall be promptly credited to, and held for the credit of the Reserve Account, and any distribution of property other than cash in respect of any Investment shall be credited to, and held for the credit of, the Reserve Account.

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