Notification, Etc Sample Clauses

Notification, Etc of Certain Matters. In the event that representatives of any relevant Governmental Authority inspect or notify Pfizer of their intention to inspect the Fajardo Plant in connection with the manufacturing or supply of the Xxxxxxts, Pfizer shall notify Purchaser promptly upon learning of such inspection, and shall supply Purchaser with copies of all correspondence and other documentation received from the Governmental Authority relating thereto. Pfizer shall provide promptly to Purchaser copies of any letter, comments or inquiry from any relevant Governmental Authority in connection with the manufacturing or supply of the Products that requires a response or action by Pfizer including, but not limited to, an FDA Form 483 or a Warning Letter. Pfizer shall permit Purchaser to review and comment on the content of any written response relating to an inspection of the Fajardo Plant that relates in any way to the Products before Pfizer xxxxxxs that response to the Governmental Authority. If such comments are provided promptly (within one week unless the circumstances require greater expedition), Pfizer shall consider the comments before submission of the response.
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Notification, Etc. In case any proceeding (including any governmental investigation) shall be instituted involving the Indemnified Party, the Indemnified Party shall promptly notify the Selling Shareholders in writing and the Selling Shareholders, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Selling Shareholders may designate in such proceeding and the fees and disbursements of such counsel related to such proceeding shall be paid by the Selling Shareholders which shall thereupon reduce the obligations of the Selling Shareholders in Section 7.2 hereof. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. It is understood that the Selling Shareholders shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Indemnified Party. The Selling Shareholders shall not be liable for any settlement of any proceeding effected without the written consent of all of them, but if settled with such consent or if there be a final judgment for the plaintiff, the Selling Shareholders agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The rights of the Indemnified Party to indemnification under this Section 7 are exclusive; provided, however, that any rights or remedies asserted against the Selling Shareholder shall be subject to the limitation set forth in Section 7.2 hereof.
Notification, Etc. The Issuer shall promptly notify the Account Party ------------------ of any Drawing under any Letter of Credit. The Account Party agrees to reimburse the Issuer for each Drawing under a Letter of Credit in an amount equal to the amount paid by the Issuer with respect to such Drawing not later than 2:00 p.m. Eastern Time on the date of such payment by the Issuer.
Notification, Etc. The Responsible Party shall give the Other Party ----------------- prompt notice of any proposed adjustment and any discussions that are likely to result in a proposed adjustment to a return that may result in an aggregate liability of the Other Party under Article II of this Agreement of more than $1 million for any taxable year in the case of federal income taxes, $500,000 for any taxable year in the case of state and local income or franchise taxes, and $100,000 for any taxable year in the case of sales and use taxes, payroll taxes and property taxes. Once the Other Party is entitled to notice pursuant to the preceding sentence, the Responsible Party shall involve the Other Party in the disposition of the matter by, among other things, providing the Other Party with information about the nature and amounts of the proposed adjustments (including as they are revised from time to time), permitting the Other Party to prepare submissions to the taxing authority or court which may propose such an adjustment and, in the sole discretion of the Responsible Party, permitting the Other Party to take up the proposed adjustment directly with such taxing authority. The Responsible Party will not agree, without the consent of the Other Party, to any proposed adjustment to a return that would result in an aggregate liability of the Other Party under Article II of more than $1 million for any taxable year in the case of federal income taxes, $250,000 for any taxable year in the case of state and local income and franchise taxes, and $100,000 for any taxable year in the case of sales and use taxes, payroll taxes and property taxes. The Other Party shall have 30 business days after receipt of notice from the Responsible Party that the tax authority has formally proposed an adjustment within which to consent or not to consent thereto, and if the Other Party, acting reasonably and in good faith, notifies the Responsible Party within such 30 day period that it does not consent to such proposed adjustment, it shall assume the conduct of any such audit, with counsel selected by it (and satisfactory to Responsible Party), at Other Party's sole expense, insofar as the audit relates to items for which the Other Party may incur a liability under Article II, and thereafter the Other Party and the Responsible Party shall jointly be responsible for the conduct of such audit and any further proceedings with respect to such items. Failure to respond to the Responsible Party within such...

Related to Notification, Etc

  • Required Notifications Each Grantor shall promptly notify the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of any other event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests created hereby.

  • Notification to the Union The Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • NOTIFICATIONS AND SUBMISSION OF REPORTS Unless otherwise stated in writing after the Effective Date, all notifications and reports required under this IA shall be submitted to the following entities: Administrative and Civil Remedies Branch Office of Counsel to the Inspector General Office of Inspector General U.S. Department of Health and Human Services Xxxxx Building, Room 5527 000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 LFAC: Xxxxxxx X. Xxxxx, DPM 0000 Xxxxxxxxxxx Xx. X-000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Email: xx.xxxxx@xxxxx.xxx Unless otherwise specified, all notifications and reports required by this IA may be made by electronic mail, overnight mail, hand delivery, or other means, provided that there is proof that such notification was received. Upon request by OIG, LFAC may be required to provide OIG with an additional copy of each notification or report required by this IA in OIG’s requested format (electronic or paper).

  • REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five (5) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

  • Employee Notification A copy of any disciplinary action or material related to employee performance which is placed in the personnel file shall be provided to the employee (the employee so noting receipt, or the supervisor noting employee refusal to acknowledge receipt) or sent by certified mail (return receipt requested) to the employee's last address appearing on the Employer's records.

  • Notification After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

  • Obligor Notification Forms The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate power of attorney to send (at the Administrative Agent’s discretion on the Collateral Agent’s behalf, after the occurrence and during the continuance of an Event of Default or the Facility Maturity Date) Obligor notification forms to give notice to the Obligors of the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative Agent on the Collateral Agent’s behalf.

  • Instruction; Etc The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees: (a) to enter into the Deposit Agreement, and, if applicable, in accordance with Section 5 of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary; (b) to appoint the Paying Agent as provided in this Agreement; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a “Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a “Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal (as such term is defined in the Deposit Agreement) in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to:

  • Written Notification Failing settlement at this level, the Union shall in writing notify the Employer of the alleged discrepancy and the names of the employees involved, and the period of time that such discrepancy is claimed to cover. Upon receipt of such written notice, the Employer agrees to promptly furnish the representative of the Union wage data pertaining to the alleged wage discrepancy.

  • Notification to Employees ‌ The Employer will inform new, transferred, promoted, or demoted employees in writing prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees in writing if they are subsequently appointed to a position that is not in a bargaining unit.

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