Loss and Replacement of API Sample Clauses

Loss and Replacement of API. In the event of loss or damage of any API delivered hereunder or the failure of Product to meet Product Specifications, Xxxxxxx will supply to Pfizer replacement API according to the terms set forth in Section 5.4(a), except as otherwise provided herein. If the need for replacement of such API results from a material breach of any obligation of Pfizer under this Agreement or any negligent or intentional act or willful omission by Pfizer in the manufacture, handling or storage of Product or API, Xxxxxxx will supply to Pfizer replacement API and Pfizer will be responsible for the cost of the replacement API equal to Xxxxxxx’x purchase cost/kg (as evidenced by Xxxxxxx’x invoices) plus all related shipping and handling charges.
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Loss and Replacement of API. In the event of loss, waste, or damage of any API delivered hereunder or the failure of Product to meet Product Specifications, Cempra shall supply to Hospira replacement API according to the terms set forth in Section 5.4(a), except as otherwise provided herein. If the replacement of such API results from a breach of this Agreement, failure to comply with GMP, Applicable Law, or the Product Specifications, or any negligent act or willful omission by Hospira or any Affiliate thereof (or any employee, agent, or other representative of either of the foregoing) in the manufacture, handling or storage of Product or API, Cempra shall supply to Hospira replacement API and Hospira shall be responsible for the cost of the replacement API equal to Cempra’s purchase cost/kg (as evidenced by Cempra’s invoices). Hospira shall issue Cempra with a credit note (applicable against any amounts due Hospira hereunder) equivalent to the cost of the replacement API no later than [*] days of the determination of Hospira’s liability for such replacement cost; provided, however, that, in the event of the termination or expiry of this Agreement prior to the application of the full amounts of all such credit notes against amounts due Hospira hereunder, Hospira shall pay Cempra the balance remaining of any such credit notes within [*] days of such termination or expiry.
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Loss and Replacement of API. In the event of loss or damage of any API delivered hereunder or the failure of Product to meet Product Specifications, Durata shall supply to Hospira replacement API according to the terms set forth in Section 5.4(a), except as otherwise provided herein. If the loss or damage of such API or the failure of Product to meet Product Specifications results from a negligent act or willful omission by Hospira in the manufacture, handling or storage of Product or API, Durata shall supply to Hospira replacement API and Hospira shall be responsible for the cost of the replacement API equal to Durata’s purchase cost/kg (as evidenced by Durata’s invoices).
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Loss and Replacement of API. In the event of loss or damage of any API delivered hereunder or the failure of Product to meet Product Specifications, AMAG will supply to Pfizer replacement API according to the terms set forth in Section 5.4(a), except as otherwise provided herein. If the replacement of such API results from the negligent acts or omissions by Pfizer in the manufacture, handling or storage of Product or API, AMAG will supply to Pfizer replacement API and Pfizer will be responsible for […***…].
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Loss and Replacement of API. In the event of loss or damage of any API delivered hereunder or the failure of Product to meet Product Specifications, Kythera shall supply to Hospira replacement API according to the terms set forth in Section 5.4(a). If loss or damage requiring replacement of the API results from the negligence, willful omission or intentional act of misconduct by Hospira in the storage or handling of the API or the manufacture of the Product, Kythera shall supply to Hospira replacement API, and Hospira shall be responsible for the cost of the replacement API equal to Kythera’s purchase cost/kg (as evidenced by Kythera’s invoices).
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Related to Loss and Replacement of API

  • Assignment and Replacement The Servicer acknowledges and agrees that in the event that the Master Servicer resigns as Master Servicer under this Agreement, any successor master servicer has the right to assume the Master Servicer's rights and obligations and to enforce the Servicer's obligations under this Agreement.

  • Transfer and Replacement This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

  • Replacements and Replacement Reserve (a) Borrower shall cause Mortgage Borrower to comply with all of the terms and conditions set forth in Section 7.3 of the Mortgage Loan Agreement.

  • Removal and Replacement Except as otherwise required by statute, the Note Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Note Trustee may apply to the court for an order removing an administrative receiver.

  • Termination and Replacement of Financial Institution The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture. The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

  • Removal and Replacement of Directors (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Effect of Replacement In the event of the substitution of an Airframe or of a Replacement Engine pursuant to Section 10 of the Lease, all provisions of this Trust Indenture relating to the Airframe or Engine or Engines being replaced shall be applicable to such Replacement Airframe or Replacement Engine or Engines with the same force and effect as if such Replacement Airframe or Replacement Engine or Engines were the same airframe or engine or engines, as the case may be, as the Airframe or Engine or Engines being replaced but for the Event of Loss with respect to the Airframe or Engine or Engines being replaced.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

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