Non-fulfillment. If PHARMA reasonably believes that INC is not using commercially reasonable efforts with respect to the commercialization of the Licensed Products, then PHARMA may provide to INC written notice specifying in reasonable detail the reasons for such assertion. Upon receipt of such notice, INC shall have a period of [***] days to provide to PHARMA, by written notification, evidence that INC has been using commercially reasonable efforts with respect to the commercialization of Licensed Products, or a period of [***] to cure the lack of diligence based on the reasons submitted by PHARMA (“Evidence and Cure Period”). If INC presents evidence reasonably acceptable to PHARMA that INC has used commercially reasonable efforts with respect to the commercialization of the Licensed Products, or if the lack of diligence has been cured by INC, then PHARMA’s notice shall be deemed withdrawn and of no effect. If, within such periods, INC has not presented evidence reasonably acceptable to PHARMA and has not cured such lack of diligence within such period, this will constitute a termination event according to Section 16.3.
Non-fulfillment. In the occurrence of disobedience to the duties taken by the BENEFICIARY, the stated in Articles 40 to 47 of the "DISPOSICOES APLICAVEIS AOS CONTRATOS DO BNDES" shall be kept in what regards Topic I of Fourteenth Clause.
Non-fulfillment. 2.1. In case of non-fulfillment on part of the LICENSEE in relation with the obligations undertaken under the MEMORANDUM OF AGREEMENT, it shall be subject to the corresponding sanctions. In case there are no express provisions for such sanctions, ORSNA shall determine them pursuant to the terms of the LICENSE AGREEMENT and the rules in force.
2.2. The sanctions applied for breach of the CONTRACT shall be proportional to those stipulated for similar situations in the rules in force.
Non-fulfillment. INDEMNIFICATIONS ---------------------------------
9.1 Serious Non-fulfillment. If one of the Partners (the "non-fulfilling ------------------------ Partner") shall incur in a serious non-fulfillment of this Agreement, one or more of the other Partners (the "Denouncing Partners") may notify the non- fulfilling Partner and the other Partners, reporting the incurred non- fulfillment ("Notice of Non-fulfillment") and, in such a case: (i) the non- fulfilling Partner shall have thirty (30) days as from the reception of the Notice of Non-fulfillment to cure such non-fulfillment; and (ii) the other Partners may, within an equal period of time, adhere to the Notice of Non- fulfillment, and thereby become, in turn, Denouncing Partners. During this period of thirty (30) days the Partners shall make their best effort to clear the matter to their mutual satisfaction. For the purposes of this Section 9.1, it shall only be considered serious, a non fulfillment by any Partner of its obligations under paragraph (c) of Section 8.2
Non-fulfillment. 2.4.1 Unless specifically waived under Clause 2.3, if the condition precedent in Sub -clauses 2.1.1(a), (b) and (h) are not fulfilled within 21 days after the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate in relation to PMSB;
(b) all obligations and liabilities of PMSB under this Agreement shall cease to have effect;
(c) PMSB shall not have any claim against any other party in relation to this Agreement; and
(d) PMSB shall pay the Existing Shareholder all costs and fees incurred by the Existing Shareholder in relation to the preparation of this Agreement, but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.
2.4.2 Unless specifically waived under Clause 2.3, if any condition precedent in Sub-clauses 2.1.2 (a), (b) and (h) are not fulfilled within 21 days after the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate in relation to EEV;
(b) all obligations and liabilities of EEV under this Agreement shall cease to have effect; and
(c) EEV shall not have any claim against any other party in relation to this Agreement; and
(d) EEV shall pay the Existing Shareholder all costs and fees incurred by the Existing Shareholder in relation to the preparation of this Agreement, but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.
2.4.3 Unless specifically waived under Clause 2.3, if the condition precedent in Sub-clauses 2.1.1(c), (e), (f), (g) and (h) and Sub-clauses 2.1.2(c), (e), (f), (g) and (h) are not fulfilled within 21 days after the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate in relation to PMSB and EEV;
(b) all obligations and liabilities of PMSB and EEV under this Agreement shall cease to have effect; | Share Subscription Agreement |
(c) the Existing Shareholder shall not have any claim against any other party in relation to this Agreement; and
(d) the Existing Shareholder shall pay PMSB and EEV (as the case may be) all costs and fees incurred by the PMSB and EEV (as the case may be) in relation to the prepa...
Non-fulfillment. 2.8.1. In the event CHINOIN is unable to fulfil its obligations within three (3) months from the deadline indicated in Section 2.4.2 of this Amendment Three, VIVUS will have the right to place orders with other supplier(s) in quantities not exceeding the quantity scheduled for the time in question stipulated in Section 2.7.1 of this Amendment Three until the time CHINOIN completes the fulfillment of its referred obligations. Thereafter, VIVUS will place with CHINOIN [*] of its orders for the Product until the [*] stipulated in Section 2.7.1 is delivered in full. The delay of VIVUS taking deliveries of the [*] stipulated in Section 2.4.1 for any reason will create no right for either of the Parties to change the price of this [*] as stipulated for the seventh Agreement Year in Section 2.9 of this Amendment Three. VIVUS agrees that the measures to postpone taking delivery from CHINOIN and/or to order quantities from other suppliers proportionally as stipulated in Section 2.8.1 will satisfy in full any and all of CHINOIN's obligations and VIVUS will not be entitled to claim compensations or losses due to the above delay, if any.
2.8.2. Notwithstanding Section 2.7.2 of this Amendment Three, in the event VIVUS is unable to acquire the approval of its supplement to its NDA, as described in Section 2.6 of this Amendment Three, due to reasons unquestionably not attributable to CHINOIN, VIVUS shall be obligated to take the [*] and pay their value in full. Parties agree that the lack of any question on the Product by the FDA during the Amendment approval procedure or the lack of reasons referring to the Product in a regulatory decision denying the approval are reasons unquestionably not attributable to CHINOIN without any further evidence in case of inability of VIVUS to acquire the approval in question.
Non-fulfillment. Unless specifically waived under Clause 2.3, if the condition precedents in Sub -clauses 2.1.1 are not fulfilled within 21 days after the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate;
(b) all obligations and liabilities of the Parties under this Agreement shall cease to have effect;
(c) if in relation to the condition precedents in Sub - clauses 2.1.1(a), (b), (d) and (i), KMP shall not have any claim against any other party in relation to this Agreement and KMP shall pay the Existing Shareholder all costs and fees incurred by the Existing Shareholder in relation to the preparation of this Agreement; and
(d) if in relation to the condition precedents in Sub-clauses 2.1.1(c), (e), (f), (g) and (h), the Existing Shareholder shall not have any claim against any other party in relation to this Agreement and the Existing Shareholder shall pay KMP all costs and fees incurred by KMP in relation to the preparation of this Agreement; but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.
Non-fulfillment. In the event that the Conditions have not been fulfilled (or, at their discretion, waived by the Parties) on or before the date that is four (4) months from the date hereof or such later date as the Parties may agree in writing, all liabilities of the Parties hereunder shall cease, subject to all accrued rights and obligations and subject to the obligations of the Parties under Article 14.2 of this Agreement remaining in force.
Non-fulfillment. If the Contractor fails, neglects or refuses at any time to supply any materials or services embraced within this Tender, then the Treasurer shall be and is hereby empowered to forthwith procure such material or services elsewhere and to charge all costs thereby incurred to the Contractor as liquidated damages and to deduct the same from any monies due, or to become due to the Contractor on this or any other contract. If the Contractor fails to deliver the service by the time stipulated in paragraph 12, then the Corporation has the right to refuse to accept and pay for material or services; and furthermore has the right to liquidated damages as per paragraph 22.
Non-fulfillment. The Composer shall use all reasonable efforts to have the work completed and delivered by [date from Article 4]; otherwise the commission may be withdrawn by the Chorus after due consultation with the Composer, and any part of the commission fee that has been paid shall be reimbursed by the Composer. However, with the written consent of all parties, a new delivery date may be set. If the Chorus fails to give the first performance of the commissioned work by [one year from scheduled performance date], any performing material delivered to the Chorus shall be returned to the Composer, and the Composer shall be granted the right to make alternative arrangements for the first performance.
