Notification and Cure Sample Clauses
The Notification and Cure clause establishes the process by which one party must inform the other of a breach or default under the agreement and provides the breaching party an opportunity to remedy the issue within a specified period. Typically, this clause requires written notice detailing the nature of the breach and sets a defined timeframe—such as 30 days—for the responsible party to correct the problem. Its core function is to promote fairness and cooperation by allowing issues to be resolved before more severe consequences, such as termination or legal action, are pursued.
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Notification and Cure. The State must report any deficiencies in the Deliverables to Contractor in writing within sixty (60) days of performance of the Contract in order to receive warranty remedies. The State may correct any Deficiencies with respect to any Deliverable or cure any Contractor default under this Agreement without prejudice to
Notification and Cure. LABS must first notify MASIMO of its intent to cancel the exclusivity under Section 4.7.1. MASIMO shall have ninety (90) days to cure its failure to take commercially reasonable efforts to develop or market such devices. If MASIMO has not cured its failure within such period, LABS may terminate the exclusivity on written notice to MASIMO of such termination. In the event that LABS and MASIMO disagree as to whether MASIMO is reasonably marketing such devices, the Party shall submit the disagreement to an independent three-member panel (the “Panel”). Each Party shall select one member of the Panel, and the two members shall select a third member. No Panel member may be an employee, officer, director, or owner of any shares of either Party, or related to any employee, officer, director or owner of any shares of either Party, or otherwise affiliated with either Party such that such affiliation would tend to influence such person’s ability to independently evaluate this issue. The determination of the Panel shall be binding upon the Parties, and the cost of the proceedings are born by the losing party.
Notification and Cure. The Sellers and the UPC Stockholders shall promptly notify the Buyers of any event or fact coming to the Sellers’ attention prior to Closing which causes the Sellers’ representations, warranties, covenants or agreements contained under this Agreement to be inaccurate. The Sellers and the UPC Stockholders shall use their reasonable best efforts to cure before the Closing, to the extent curable and within their control, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any such covenant or agreement of the Sellers and the UPC Stockholders under this Agreement to be breached or that renders or will render inaccurate any such representation or warranty of the Sellers and the UPC Stockholders contained in this Agreement. No notice given pursuant to this Section 5.6 shall have any effect on (i) the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining the satisfaction of any condition contained herein or (ii) any right to indemnity hereunder.
Notification and Cure. If Gilead fails to supply Territory Combination Product for which it has received a Firm Order in accordance with this TDA, [*] then the matter shall be referred to the Executives for resolution pursuant to Section 2.4 of the Collaboration Agreement; provided that subsection 2.4(b) thereof shall not apply to such resolution.
Notification and Cure. Tenant represents, warrants and covenants to Landlord that Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to compliance with environmental laws. Tenant will, at its sole cost, promptly cure and have dismissed with prejudice any such actions. Tenant will keep the Premises free of any lien imposed pursuant to any environmental laws.
Notification and Cure. Landlord and Tenant each represents, warrants and covenants to the other that it will immediately notify the other and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to compliance with environmental laws. With respect to any spill or discharge of hazardous materials caused by Tenant, its agent or employees, contractors and suppliers, Tenant will, at its sole cost, (a) promptly cure and have dismissed with prejudice any such actions, resulting from such spill or discharge and (b) keep the Premises free of any lien imposed pursuant to any environmental laws, as a result of such spill or discharge.
Notification and Cure. Upon the happening of any Event of Default under this Section 9, the non-defaulting party shall notify the defaulting party in writing, and the defaulting party shall have thirty (30) days to cure the Event of Default. If the defaulting party fails to cure the Event of Default within thirty (30) days, the non-defaulting party may terminate this Agreement.
Notification and Cure. If Gilead fails to supply any Territory Combination Product for which it has received a Firm Order in accordance with this JDA, either (a) for a period of thirty (30) days or longer after the Delivery date set forth in such Firm Order due to its breach of this JDA, or (b) for any period after such Delivery date due to a Force Majeure Event that is reasonably anticipated to prevent Gilead from supplying Territory Combination Product (either such failure, a “Failure to Supply”), ▇▇▇▇▇▇▇ may provide written notice thereof to Gilead requesting a plan to fully restore the supply of Territory Combination Product. Within ten (10) Business Days after receipt of such notice, Gilead shall propose a plan to restore, within an additional ninety (90) calendar days, the supply of Territory Combination Product in accordance with this JDA by production at a facility (or facilities) of Gilead or its Affiliate and/or at a CMO engaged by Gilead (or its Affiliate). Upon either Party’s request, the Parties shall meet, within ten (10) Business Days following ▇▇▇▇▇▇▇’▇ receipt of the proposed restoration plan, to discuss and attempt to agree on the restoration plan. If the Parties are unable to agree on the restoration plan, then the matter shall be referred to the Executives for resolution pursuant to Section 20.6.1 of the Collaboration Agreement.