Long Term Inability to Supply Sample Clauses

Long Term Inability to Supply. In the event of any Long Term Inability to Supply the Product in the Territory, the parties agree to act in good faith and make all commercially reasonable efforts to find a mutually acceptable solution to the Long Term Inability to Supply. In addition, in the event of (i) a Long Term Inability to Supply or (ii) the happening of any of the events set out in Sections 12.1(b) to 12.1(d) in respect of Vyrix, the following shall occur: (a) In the event that Vyrix experiences a Long Term Inability to Supply, for any reason other than as a result of Force Majeure, Vyrix shall rescind the requirements for payment of Royalties to Vyrix as listed in Section 9.5 for an equivalent period of time of any resulting direct loss of sales (by virtue of a product backorder). The foregoing shall be without prejudice to any other rights or remedies available to Endo under the Agreement and the applicable law. (b) Vyrix shall transfer/initiate production of the Product at a secondary manufacturer as specified in the Quality Agreement in order to manufacture and supply the Product for the Territory. (c) Any costs for the transfer and/or initiation of production at the referred to in Section 7.2 (b), to the extent required for the Territory, shall be borne by Vyrix. (d) The supply price for Product manufactured and supplied to Endo by the secondary manufacturer shall be the same or lower than the prices paid by Endo as per Section 9.1 of this Agreement. (e) The minimum order quantities shall be no larger than those set out in Section 9.1 of this Agreement, and may be smaller based on the batch size of the third party manufacturer, which shall be provided to Endo. In the case that batch sizes are larger than those listed in Section 9.1, Endo shall have the right to purchase a partial batch, with any additional costs due to this partial batch production to be borne by Vyrix.
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Long Term Inability to Supply. 14.1 In the event that a Long-Term Inability to Supply has occurred, Endo shall have the right, at its sole discretion, to: (a) use a Third Party Manufacturer, and take such other related actions as may be necessary, to fill the Product supply shortfall and deduct all amounts paid to such Third Party manufacturer relating to the Product from sales splits otherwise due SkyePharma pursuant to the Alliance Agreement; or (b) terminate all requirements or commitments under this Agreement; or (c) terminate this Agreement and/or the Alliance Agreement in its entirety or solely as to the Product not adequately supplied. 14.2 In the event that a Long-Term Inability to Supply has occurred, SkyePharma shall have the obligation, upon request by Endo, to: (a) provide the Technical Assistance set forth is Section 9.5; and (b) reimburse Endo for the costs of its Propofol sales force and non-cancellable marketing expenses incurred during the Long-Term Inability to Supply. Endo may set-off this reimbursement obligation against amounts otherwise owed SkyePharma. For purposes of clarity, if Endo chooses to terminate this Agreement and/or the Alliance Agreement, in whole or in part, pursuant to Section 14.1(c), Endo will not have any right to reimbursement pursuant to this Section 14.2(b).
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Long Term Inability to Supply. In the event that a Long-Term Inability to Supply has occurred with respect to a Product, Endo shall have the right, in its sole discretion, upon written notice to terminate this Agreement in its entirety or solely as to the Product not adequately supplied.
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Long Term Inability to Supply. In the event that a Long Term Inability to Supply with respect to the Product has occurred and is continuing, Aytu shall have the right to purchase Product from one or more alternative Third Party suppliers and require Acerus to transfer to Aytu and such Third Party supplier all of the technology necessary for such Third Party supplier to carry out its supply obligations. Upon any transfer contemplated in this Section 5.3, the Parties shall negotiate in good faith to enter into a new agreement mutually acceptable to the Parties to provide for a royalty-bearing license. EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.
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Long Term Inability to Supply. A) For each quarter in which a Long-Term Inability to Supply exists, SANQUIN shall pay to LEVPHARMA a sum equal to the average of the last two quarterly liquidated damages payments, except that SANQUIN shall have the right to terminate the Agreement after a Long-Term Inability to Supply exists for a period of at least four (4) continuous quarters. B) In the event that LEVPHARMA exercises its right to terminate the Agreement under Section 4.11(f), SANQUIN shall pay to LEVPHARMA a sum equal to 4 times the average of the last two quarterly liquidated damages payments. For any liquidated damages payments to be made by SANQUIN under this article 4.11, LEVPHARMA shall submit written evidence (e.g. copies of invoices received by LEVPHARMA for supply of product by third parties) to SANQUIN of the actual damages incurred as a result of the Inability to Supply. If the actual damages to LEVPHARMA are less than those calculated according to the formula listed above, then SANQUIN shall only be liable for the actual documented damages incurred by LEVPHARMA as evidenced by the written submission by LEVPHARMA.
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Long Term Inability to Supply. In the event that a Long Term Inability to Supply with respect to the Product has occurred and is continuing, Aytu shall have the right to purchase Product from one or more alternative Third Party suppliers and require Acerus to transfer to Aytu and such Third Party supplier all of the technology necessary for such Third Party supplier to carry out its supply obligations. Upon any transfer contemplated in this Section 5.3, the Parties shall negotiate in good faith to enter into a new agreement mutually acceptable to the Parties to provide for a royalty-bearing license.‌
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Related to Long Term Inability to Supply

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If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments. shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Majority Lenders.

  • Notice to Union of Long Term Layoff In the event of a pending layoff of a permanent or long-term nature, the Home will: (a) Provide the Union with ninety (90) days’ notice; (b) Meet with the Union to review the following: i) The reasons causing the layoff; ii) The service which the Home will undertake after the layoff; iii) The method of implementation, including areas of cutback and the employees to be laid off. It is understood that permanent or long-term nature means a layoff which will be longer than eight (8) weeks.

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