Nova Clause Samples
The "Nova" clause typically refers to a provision that allows for the replacement or substitution of an existing contract or obligation with a new one, effectively extinguishing the original agreement. In practice, this clause is used when parties wish to update, modify, or transfer contractual rights and obligations, such as when a new party is introduced to take over an existing party's role. The core function of a Nova clause is to provide a clear legal mechanism for changing the parties or terms of a contract without ambiguity, ensuring that all parties understand their new rights and responsibilities and preventing disputes over the status of the original agreement.
Nova. (print) Title: Member -------------------------------- Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ HIGHLAND ENTREPRENEURS' FUND III LIMITED PARTNERSHIP By: HEF III, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. Nova -----------------------------------
Nova. (print) Title: Member -------------------------------- Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Nova. Factor represents that it has the authority to enter into this Agreement and that its execution of this Agreement and its performance of its obligations hereunder will not conflict with and is not prohibited by any other agreement to which Nova Factor is a party.
Nova. (print) Title: Member -------------------------------- Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ SIGNATURE PAGE TO ETOYS INC. AMENDED AND RESTATED VOTING AGREEMENT INVESTORS: HIGHLAND CAPITAL PARTNERS IV LIMITED PARTNERSHIP By: By: /s/ ▇▇▇▇▇▇ ▇. Nova -----------------------------------
Nova. Factor shall not make any performance claims or engage in any promotional activities with respect to Product except for the distribution of Product literature prepared by Biogen and any other activities expressly approved by Biogen.
Nova. Factor shall carefully examine Products upon delivery and shall notify Biogen within one (1) business day of any nondelivery of a portion of a shipment or any defect in any Product which is reasonably discoverable upon visual inspection of the Product without unloading individual shipping units. Along with notice of any defect, Nova Factor shall furnish to Biogen a detailed description of the nature of the defect. Upon receipt of notice of any defect or nondelivery, Biogen, at its option, shall replace or repair any defective Product or issue Nova Factor a credit in the amount of the purchase price paid for any defective Product or replace or issue Nova Factor a credit in the amount of purchase price paid for any undelivered Product. Except as set forth in Section 16, the preceding sentence sets forth Biogen's sole liability with respect to Product defects reasonably discoverable upon visual inspection of the Product without unloading individual shipping units or with respect to Product that is not in accordance with Nova Factor's order and Section 9.1 sets forth Biogen's sole liability with respect to other Product defects and Biogen shall not be otherwise liable to Nova Factor. In the absence of written notice from Nova Factor to Biogen in accordance with the terms of this Section 3.4, a shipment of Products shall be deemed to have been delivered and accepted by Nova * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities Exchange Commission. Factor as complete and in satisfactory condition. Nova Factor shall, at Biogen's request and expense, follow Biogen's instructions to return to Biogen or Biogen's third party disposal company any Products delivered to Nova Factor which are not in compliance with the Specifications. Nova Factor shall cooperate with Biogen in investigating the cause of any defect in Product.
Nova. Factor covenants that it shall not make any performance claims or engage in any promotional activities with respect to Product except for the distribution of Product literature prepared by Centocor and any other activities expressly approved by Centocor.
Nova. Factor shall not use the trademarks or tradenames of Biogen except to the extent contained in Product literature provided by Biogen and on Product labels or as otherwise approved by Biogen.
Nova. Factor represents and warrants that it is currently eligible to participate as a provider in the Medicaid program in each state in the Territory except those states listed on Schedule "J", attached hereto and incorporated herein by reference, and covenants that it will maintain such eligibility during the term of this Agreement. Nova Factor may amend Schedule "J" in its sole discretion to add additional states and shall provide Centocor with prompt notice of any such amendment, provided that Nova Factor shall not add any state to Schedule "J" unless that state has changed its laws to require an in-state pharmacy presence for eligibility in its Medicaid program. Nova Factor shall remove a state from Schedule "J" (and shall provide notice to Centocor of such removal) when the state no longer requires an in-state pharmacy presence for the eligibility in the state's Medicaid program.
Nova. Factor shall from time to time submit to inquiries, audits and inspections by Centocor during normal business hours or at any other time during which the services being audited are ongoing, including but not limited to, audits of regulatory and quality assurance standard operating procedures and FDA correspondence referenced in Section 16.1 above. Centocor shall give Nova Factor at least two (2) business days prior notice of any audit or inspection and shall bear the costs of such audit or inspection.