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Manufacturer's Duties Sample Clauses

Manufacturer's Duties. 5.1 Manufacturer shall: (a) ship promptly Distributor's orders for Products, FOB Bethlehem, Pennsylvania, USA, at the prices set forth on Attachment A-1 hereto, subject to Section 5.2 hereof; (b) adequately package and label the Products to conform with any regulatory and labeling requirements of the Territory. Product will be co-labeled with Manufacturer and Distributor information under Distributor's NDC's; (c) have 5 US regional sales managers in place upon signing this Agreement; (d) have a minimum of five (5) Hospital Market Field Sales Representatives in place within 3 months of signing this Agreement (one in each of the MINRAD defined US Regions); (e) add three (3) additional professional people to help expand the product line within six (6) months of signing this Agreement. 5.2 Manufacturer has the right to change the prices for the Products at any time during the Term only to the extent of demonstrated increases in its direct costs of manufacturing the Products; provided, however, that no such price change shall be effective without at least sixty (60) days prior notice by Manufacturer to Distributor. The price that Distributor pays Manufacturer for the Products shall be its lowest price in the Territory for the Human Market with the exclusion of those existing accounts referenced in Section 2.5.
Manufacturer's Duties. In order to assist the Representative in carrying out its duties under this Agreement, Manufacturer agrees that it will perform at its expense the duties described in subparagraphs 5.1 through 5.4.
Manufacturer's DutiesManufacturer covenants to Manufacture each Product (a) within the time periods and in the quantities set forth in the firm order portion of the Rolling Forecast; (b) in accordance with the Specifications (including the Master Production Procedures), the Quality Agreement and Applicable Laws, and label and Package each Product in accordance with such Specifications (including the labeling specifications) and not affix any other labeling to the Product, except with the prior written approval of QLT USA; and (c) to furnish to QLT USA with every Shipment a written Certificate of Analysis and Certificate of Compliance that confirms conformity of the Product to the Specifications. The Product may be subjected to testing by QLT USA or its designees in order to verify conformance of the Product with the Specifications. In addition, unless QLT USA otherwise notifies Manufacturer in writing, Manufacturer shall: (i) upon request, provide QLT USA with a copy of the written Batch Production Record; ---------- ** Confidential Treatment Requested. (ii) retain a Product sample of each Batch of Product for a period of (A) [**] following the expiration date of such Batch of Product or (B) such longer period as is required by Applicable Laws or a Competent Authority in the country in which the end user to whom the applicable Product is sold is located. Upon the written request of QLT USA, Manufacturer shall make such Product samples available to QLT USA or its designees for inspection in accordance with Section 5.04. The retained Product sample shall be in an amount sufficient in size to allow QLT USA or its designees and Manufacturer to perform tests to determine whether or not the Product conforms to the Specifications. The retained Product sample shall be kept under the approved storage conditions; (iii) maintain records to enable Manufacturer's ability to perform a complete lot history via lot tracing of the Product; (iv) keep on file all manufacturing records and analytical results pertaining to the Manufacture of each Batch of Product (including all Batch Production Records) for a period of (A) [**] or (B) such longer period as is required by Applicable Laws or a Competent Authority in a country in which the customer to whom the applicable Product is sold is located, with such period commencing on the expiration date of the last lot of the last Batch of Product Manufactured and Shipped to QLT USA or its designees. Manufacturer shall make all such records available to Q...
Manufacturer's Duties. Candela agrees at its expense: 4.1 To manufacture and deliver the Products as specified in Exhibit A to this Agreement and to make changes as reasonably required in said Products and pricing so as to maintain the competitive position of said products in the marketplace. 4.2 To ship the Products in suitable packaging that adequately provides for the arrival of the Products to the destination without any change. *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 4.3 To obtain the necessary United States FDA clearance for the products. 4.4 To manufacture products in accordance with FDA GMP regulations. 4.5 To respond promptly to corrective action requests by PSS. 4.6 To the extent reasonably necessary to support PSS distribution efforts, to maintain a suitable stock of products, consumables and spare parts which would be required relating to submitted forecasts. 4.7 To provide consumables according to the price lists. 4.8 To share with PSS all marketing and promotional material and physician contacts which will help to sell the products in the Territory. 4.9 Provide PSS with a [CONFIDENTIAL TREATMENT REQUESTED]* for any clean lead (a lead not currently active for the respective product in the company data base) in the Candela market (as defined in 2.2). 4.10 Candela will train the designated PSS personnel at mutually agreed upon times.
Manufacturer's Duties. Manufacturer hereby represents and warrants that it shall: (a) manufacture all Product in accordance with the Specifications (all other warranties being disclaimed, including warranties as to fitness for a particular purpose and merchantability) as set forth in Manufacturer’s Standard Terms and Conditions of Sale; (b) buy, as needed, parts from suppliers to manufacture the Product; (c) manage the supply chain to accomplish (a) and (b) above; and (d) provide for the UL certification of the merchandiser and compatible storage merchandiser modules at Company’s cost which shall be paid to Manufacturer as invoiced.
Manufacturer's Duties. 3.1 B&G agrees, promises, and represents that commencing on the Effective Date, and continuing thereafter, B&G will manufacture, distribute, sell, or offer for sale in California only (a) Covered Products that are Reformulated Products pursuant to Section3.2, or (b) Covered Products that are labeled with a clear and reasonable warning pursuant to Section 3.3. Covered Products subject to such requirement shall include Covered Products in B&G’s inventory as of the Effective Date. ACH represents that it no longer sells the Covered Products, nor does it have any Covered Products in inventory. 3.2 Reformulation Standard: Reformulated Products are those ground ginger products for which the level of Listed Chemical does not exceed 720 parts per billion and ground turmeric products for which the level of Listed Chemical does not exceed 375 parts per billion (“Default Reformulation Standard”). However, in the event that the California Attorney General determines a different reformulation level to be in the public interest, and sets forth guidelines specifying a maximum level for the Listed Chemical, the Reformulation Standard will be superseded by that standard set by the Attorney General’s office (“Attorney General Standard”), and the Attorney General Standard will thereafter become the standard for Reformulated Products. 3.3 Clear and Reasonable Warnings: B&G shall provide clear and reasonable warnings on any Covered Products that it manufactures, distributes, sells, or offers for sale in California and that are not Reformulated Products. The warnings shall be provided in such a conspicuously and prominent manner that will ensure the message is made available and likely to be read, seen, or heard by the consumer prior to or at the time of the sale or purchase. The Parties agree that product labeling stating that: “WARNING: Consuming this product can expose you to chemicals including lead which is known to the State of California to cause cancer and birth defects or other reproductive harm. For more information go to xxx.X00Xxxxxxxx.xx.xxx/xxxx." shall constitute compliance with Proposition 65 with respect to the Listed Chemical in the Covered Products. 3.4 The Parties to this Settlement Agreement agree that compliance with the terms of this Section 3 by B&G shall constitute compliance with Proposition 65 by B&G, with respect to the Listed Chemical in all Covered Products manufactured, shipped, distributed and/or sold by B&G.
Manufacturer's Duties. 6.1 Manufacturer shall: (a) ship promptly Distributor’s orders for Products, FOB Brooksville, Florida, USA, at the prices set forth on Attachment A-1 hereto, subject to Section 6.2 hereof; (b) adequately package and label Products to conform with any federal and state regulatory and labeling requirements of the Territory with respect to the Products; and (c) products will be co-labeled with Manufacturer and Distributor information under Distributor’s NDC’s. 6.2 Manufacturer has the right to change the prices for Products at any time during the Term only to the extent of [*]; provided, however, that no such price change shall be effective without at least sixty (60) days prior notice by Manufacturer to Distributor and that during any calendar year, Manufacturer may not raise the price of Products sold to Distributor by any [*] for the prior calendar year.

Related to Manufacturer's Duties

  • Contractor’s Duties Notwithstanding termination of the contract and subject to any directions from the procurement officer, Contractor shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest.

  • Seller’s Duties Seller agrees to make a reasonable effort to accommodate the Broker, including, but not limited to, open houses, showings, Buyer appointments, inspections, testing, and any other requests regarding the use of the Property. When receiving offers, the Seller agrees, in good faith, to consider all proposals, letters, or similar contracts presented by the Broker. Seller shall be the only party responsible for determining the Purchase Price or any price for the sale of the Property.

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. 5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check. 5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. 5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. 5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

  • Assignor's Duties It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.

  • Customs Duties (1) Aircraft operated in international air services by the designated airlines of one Contracting Party, their regular equipment, fuel, lubricants, consumable technical supplies, spare parts including engines, and aircraft stores (including but not limited to such items as food, beverages and tobacco) which are on board such aircraft shall be exempted by the other Contracting Party on the basis of reciprocity from all customs duties, excise taxes and similar fees and charges not based on the cost of services provided on arrival, provided such regular equipment and such other items remain on board the aircraft. (2) Regular equipment, fuel, lubricants, consumable technical supplies, spare parts including engines, aircraft stores (including but not limited to such items as food, beverages and tobacco), printed ticket stock, air waybills, any printed material which bears insignia of a designated airline of one Contracting Party and usual publicity material distributed without charge by that designated airline, introduced into the area of the other Contracting Party by or on behalf of that designated airline or taken on board the aircraft operated by that designated airline, shall be exempted by the other Contracting Party on the basis of reciprocity from all customs duties, excise taxes and similar fees and charges not based on the cost of services provided on arrival, even when such regular equipment and such other items are to be used on any part of a journey performed over the area of the other Contracting Party. (3) The regular equipment and the other items referred to in paragraphs (1) and (2) of this Article may be required to be kept under the supervision or control of the customs authorities of the other Contracting Party. (4) The regular equipment and the other items referred to in paragraph (1) of this Article may be unloaded in the area of the other Contracting Party with the approval of the customs authorities of that other Contracting Party. In these circumstances, such regular equipment and such items shall enjoy, on the basis of reciprocity, the exemptions provided for by paragraph (1) of this Article until they are re-exported or otherwise disposed of in accordance with customs regulations. The customs authorities of that other Contracting Party may however require that such regular equipment and such items be placed under their supervision up to such time. (5) The exemptions provided for by this Article shall also be available in situations where a designated airline of one Contracting Party has entered into arrangements with another airline or airlines for the loan or transfer in the area of the other Contracting Party of the regular equipment and the other items referred to in paragraphs (1) and (2) of this Article, provided that that other airline or airlines similarly enjoy such exemptions from that other Contracting Party. (6) Baggage and cargo in direct transit across the area of a Contracting Party shall be exempt from customs duties, excise taxes and similar fees and charges not based on the cost of services provided on arrival.

  • The Services The HSP agrees to provide the Services on the terms and conditions of this PFA including all of its Appendices and schedules.

  • Fas Duties As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company from time to time:

  • Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), the United Nations Convention on Contracts for the International Sale of Goods, and any substantially similar legislation as may be enacted, shall not apply to this Agreement.

  • Subadvisers Duties The Subadviser shall formulate and implement a continuous investment program for each Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Trust’s Registration Statement. The Subadviser’s duties hereunder are subject to the following understandings with respect to each Fund: (a) Subject to the supervision and control of the Adviser, the Subadviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust, Bylaws, policies and procedures and Registration Statement, in each case as may be amended or updated from time to time, and with the instructions and directions of the Adviser, provided, however, that the Subadviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Subadviser; and the Subadviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Subadviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Subadviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Subadviser shall maintain books and records with respect to the Fund’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Subadviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Subadviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others.

  • Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.