MANUFACTURE AND DISTRIBUTION Sample Clauses

MANUFACTURE AND DISTRIBUTION. The manufacture of Equipment piece parts and end items are the responsibility of Equipment Division, while the distribution of same in the Territory is the sole responsibility of Hawker. Hawker shall utilize published lead times as noted in Equipment Division's current year price list for provisioning of said parts. In addition, where Equipment Division takes advance action to provision spare part manufacture in support of Aircraft operators, Hawker shall receive the benefit of identical provisioned lead times to the extent Equipment Division's capacity allows. Both Equipment Division and Hawker acknowledge that certain modifications or equipment failures can result in unexpected piece parts consumption by operators. In view of that fact, Equipment Division agrees to exert reasonable commercial efforts so that Equipment Division can give reasonable priority to deliver piece parts ordered by Hawker so as to protect Hawker and the operators from long lead time exposures.
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MANUFACTURE AND DISTRIBUTION. Licensee shall be entitled to sublicense the right to manufacture the Licensed Articles to third party manufacturers (“Third Party Manufacturers”), provided that (a) Licensee shall be responsible for full compliance by Third Party Manufacturers with the terms and conditions of this Agreement; (b) such sublicense shall not relieve Licensee of any of its obligations under this Agreement and (c) Licensee shall be responsible and primarily liable for all activities and obligations of Licensee’s Third-Party Manufacturers with respect to the Licensed Articles. Further, Licensor requires that such Third-Party Manufacturer sign a Manufacturer’s Agreement in the form provided by and attached as Exhibit 1 or which can be found at xxxx.xxx/xxxxxxxxx/xxx/xxxxxxx.
Sample 1
MANUFACTURE AND DISTRIBUTION. The manufacture of Products is the responsibility of Precision Rubber while the distribution of same in the Territory is the responsibility of Hawker. Hawker shall utilize published lead times as noted in Precision Rubber's current year price list for provisioning of said Product.
Sample 1
MANUFACTURE AND DISTRIBUTION. The manufacture and distribution (including initial provisioning by new operators) of wheel and brake piece parts and end-items are the responsibility of Dunlop. The manufacture of braking systems and ice protection piece parts and end items are the responsibility of Dunlop while the distribution of braking systems piece parts and end items (including initial provisioning by new operators) of same in the Territory is the sole responsibility of Hawker. Hawker shall utilize published lead times as noted in Dunlop's current year price list for provisioning of said parts. In addition, where Dunlop takes advance action to provision spare part manufacture in support of Aircraft operators, Hawker shall receive the benefit of identical provisioned lead times to the extent Dunlop's capacity allows. Both Dunlop and Hawker acknowledge that certain modifications or equipment failures can result in unexpected piece parts consumption by operators. In view of that fact, Dunlop agrees to exert reasonable commercial efforts so that Dunlop can give reasonable priority to deliver piece parts ordered by Hawker so as to protect Hawker and the operator from long lead time exposures. These reasonable commercial efforts may include affording Hawker the opportunity to purchase parts directly from Dunlop Aviation North America (XXXX) an affiliate of Dunlop, for the same price which Hawker would pay Dunlop.
Sample 1
MANUFACTURE AND DISTRIBUTION. (a) Licensor shall assign all contracts or agreements with suppliers, wholesalers, manufacturers, distributors and retailers in connection with the manufacture, production, sale and distribution exclusively of the Products during the term hereof (including any open customer purchase orders), and Licensee shall assume responsibility for the same. In addition, Licensor shall transfer, assign or license to Licensee all necessary rights to the Products, Intellectual Property and Technology reasonably necessary for Licensee to assume such responsibility; provided, however, in no event shall Licensee be responsible for any royalty, license or other similar fees or payments to third parties required in connection with the rights to the Products, Intellectual Property or Technology. Licensor shall reasonably make available to Licensee all staff necessary to facilitate the transition of the manufacturing and production of the Products, with such staff to include, but not be limited to, the Director of Sales, the Vice President of Research and Development, the Corporate Controller, and the Chairman and CEO. The transition period is anticipated to last sixty (60) days. Licensee and Licensor each agree to use their commercially reasonable best efforts to facilitate the transition. (b) During the term of the Agreement, Licensor shall not sell or license for sale in the Territory any product in the Field. Licensor represents that as of the Effective Date it has not entered into any arrangement that would contravene the intentions of this paragraph. (c) As may be required for regulatory purposes, Licensee grants Licensor the right to refer to, and shall cause its contract supplier to grant to Licensor access to, contract supplier's master file relating to the Products and undertakes to notify Licensor and provide Licensor with details of any changes to said master file or other filings by the contract supplier with the regulatory authorities relative to the Products. Licensee shall obtain Licensor's consent before it or its contract supplier makes any material change in any manufacturing process for the Products, which consent shall not be unreasonably withheld. (d) Upon reasonable prior written notice given by Licensor to Licensee, Licensee shall permit and shall cause its contract supplier to permit representatives of Licensor or designees of Licensor acceptable to Licensee and/or contract supplier, to inspect any manufacturing, quality control or testing facilities us...
Sample 1
MANUFACTURE AND DISTRIBUTION. 11.1 The Proprietary Subject Matter may only be used in connection with the manufacture, actual packaging and advertising of the Articles. 131 11.2 For each Licensor/ Distributor shall commence distribution, shipment and sale of substantial quantities of Articles embodying the Proprietary Subject Matter thereof promptly following Signatures' approval of the final samples of the Prototype and/or Preliminary Artwork therefor, or such later time period as may agreed to by Signatures based on the circumstances of the particular Proprietary Subject Matter, which agreement shall not unreasonably be withheld. In the event that, for any particular Property's Proprietary Subject matter, substantial quantities of Articles embodying the same have not promptly commenced to be distributed, shipped, and sold, then the exclusive right and license granted to Distributor pursuant to Paragraph 2.1 shall, with respect to such Property, become a nonexclusive right and license. 11.3 The Proprietary Subject Matter of each Licensor shall not be used in conjunction with any other licensed name, character, symbol, design, likeness or literary or artistic material, except that actual representations of an Article and its packaging may be shown in advertising and catalogs showing other articles sold by Distributor, provided such use is not made in a manner that may be likely to cause doubt or confusion in the mind of the public as to the ownership of the Proprietary Subject Matter, and in no event may the Articles be packaged for sale with other articles. 11.4 During the Term, Distributor shall (i) continue to diligently and continuously distribute, ship and sell the Articles in the Territory, and (ii) use its reasonable best efforts to make and maintain adequate arrangements for the distribution, shipment and sale necessary to meet the demand for such Articles in the Territory.
Sample 1
MANUFACTURE AND DISTRIBUTION 
Sample 1
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Related to MANUFACTURE AND DISTRIBUTION

  • Manufacture and Supply As between the Parties, Otsuka shall be responsible for, shall bear all costs associated with, and shall have all decision-making authority over, all Manufacturing Activities (subject to discussion of CMC matters with Acucela through the JDC or applicable Operating Team as discussed below); provided, that Otsuka shall supply Licensed Product to Acucela or its permitted subcontractors for use in clinical trials conducted in accordance with each Development Plan and, if applicable, Commercialization Plan (i.e., Phase 3b Clinical Trials or Post-Approval Studies, if any), free of charge and in such quantities as are agreed by the JDC or the JCC (as applicable) or are otherwise required to seek or obtain Regulatory Approval. In addition, if and after Acucela exercises an Opt-In Right under Section 3.1, Otsuka shall supply promotional samples of Licensed Product to Acucela for use in its performance of Co-Promotion, in such quantities and on such terms as are determined by the JCC. The cost of promotional samples of Licensed Product, which shall be included in Commercialization Costs, shall be established by the JCC based on Otsuka’s per-unit cost to manufacture such promotional samples (but, for the avoidance of doubt, Otsuka shall have no obligation to disclose any information relating to its manufacturing costs), but in no event shall such promotional sample cost exceed * per promotional sample unless mutually agreed otherwise by the Parties. Acucela’s and its permitted subcontractors’ obligations to conduct Development activities, and upon Acucela’s exercise of its Opt-in Right pursuant to Section 3.1, to conduct Development and Commercialization activities, shall be expressly conditioned upon Otsuka fulfilling its Licensed Product supply obligations as set forth in the Development Plan or the Commercialization Plan, as applicable. To the extent that Otsuka reasonably believes is necessary for performance of Development or Commercialization, Otsuka agrees to keep Acucela reasonably informed from time to time, through the JDC, JCC or applicable Operating Team, regarding the general status of Manufacturing Activities related to the Licensed Product (including Other Indication Product(s), as applicable) and from time to time shall update Acucela on any foreseeable delays and/or other material issues relating to Manufacturing the Licensed Product (including Other Indication Product(s), as applicable). Through the JDC or applicable Operating Team, Otsuka and Acucela shall confer and discuss CMC matters, and Otsuka agrees to consider suggestions of Acucela regarding CMC matters.

  • Care and Diligence The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including, but not limited to, any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

  • Software and Documentation Licensee may make as many copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee will not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorized third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.

  • Hardware and Software In order to use the Services, you must obtain and maintain, at your expense, compatible hardware and software as specified by Credit Union from time to time. Credit Union is not responsible for any third party software you may need to use the Services. Any such software is accepted by you as is and is subject to the terms and conditions of the software agreement you enter into directly with the third party software provider at time of download and installation.

  • Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: xxxxx://xxxxxxx.xxxxxxxx.xxx/guides/signer-guide- signing-system-requirements.

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Furniture and Equipment For purposes of this Lease, the terms “furniture and equipment” shall mean collectively all furniture, furnishings, wall coverings, fixtures and hotel equipment and systems located at, or used in connection with, the Hotel, together with all replacements therefor and additions thereto, including, without limitation, (i) all equipment and systems required for the operation of kitchens and bars, laundry and dry cleaning facilities, (ii) office equipment, (iii) material handling equipment, cleaning and engineering equipment, (iv) telephone and computerized accounting systems, and (v) vehicles.

  • Manufacture 2.1. The LED(s) on the LED module shall be equipped with suitable fixation elements. 2.2. The fixation elements shall be strong and firmly secured to the LED(s) and the LED module.

  • Capital Structure and Business If all or part of a Credit Party's Stock is pledged to Agent, that Credit Party shall not issue additional Stock. No Credit Party shall amend its charter or bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.

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