OFFER AND ACCEPTANCE; PRICING Sample Clauses

OFFER AND ACCEPTANCE; PRICING. (a) NK shall have the right to purchase from Aspect Kits at a transfer price of US[**] per Kit. For each proposed purchase by NK from Aspect, NK shall present a purchase order to Aspect (a "Purchase Order"). Each Purchase Order shall be deemed an offer to purchase and, unless NK is notified in writing to the contrary within five (5) Business Days after Aspect receives it, such Purchase Order shall be deemed accepted by Aspect. (b) Aspect's transfer prices shall be FCA (FREE CARRIER) Natick, Massachusetts, U.S. A. Starting with the second (2nd) Contract Year, Aspect may change those transfer prices; PROVIDED, HOWEVER, that: (i) such change may be made only once a year effective as of the first day of April with the prior written notice to be given by Aspect no later than the last day of December of the preceding year, after consulting with NK; (ii) the annual increase shall be [**]; and (iii) no price change shall affect purchase orders offered by NK and accepted by Aspect prior to the date such price change becomes effective.
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OFFER AND ACCEPTANCE; PRICING. (a) If Jansxxx xxxrcises the option of Section 2.2(a) or Section 2.3(a), in those countries where and for such time as Jansxxx xxxds the rights granted pursuant to such options, Jansxxx xxxll be free to determine whether it will manufacture Rx Product and/or Compound for use in Rx Product itself or have such manufactured by Sepracor or a third party; provided, however, if Sepracor or its designee complies with Good Manufacturing Practices and the quality control standards set forth in Exhibit 2.5(a) within the time frame set forth in Section 2.5(a), but Jansxxx xxxermines not to use Sepracor to make or have made Rx Products for the United States market, such determination shall not materially delay expected filing of the NDA for Rx Products in the United States as set forth in the R&D Plan with Sepracor as the manufacturer; further provided, however, that if Jansxxx xxxnot manufacture itself or cannot elect a party other than Sepracor to make or have made Rx Product for the United States market prior to NDA submission because such election would materially delay filing of the NDA, or Jansxxx xxxires to change the manufacturer subsequent to NDA submission, Jansxxx xxxains the right to manufacture itself or to elect a party other than Sepracor to manufacture Rx Product for the United States subsequent to NDA approval by (i) filing an application with the FDA requesting a manufacturer change after Jansxxx'x xx its alternative manufacturer's DMF (drug master file) is ready, and (ii) providing Sepracor with not less than twelve (12) months notice of the expected change in manufacturer. Jansxxx xxxll also be free to determine whether it will manufacture OTC Product and/or Compound for use in OTC Product itself or have such manufactured by a third party. Provided Jansxxx xxx elected Sepracor to be the manufacturer of Compound (b) For each proposed purchase of the Compound and/or Product by Jansxxx xxxm Sepracor, Jansxxx xxxll present the purchase order the condition of which will be as agreed between the Parties to Sepracor (a "Purchase Order). For each calendar quarter, Jansxxx xxxll present binding Purchase Orders for an aggregate quantity of Compound and/or Product which is at least forty percent (40%) of the quantity which Jansxxx xxxecasted for such calendar quarter in accordance with Section 3.1(a) above. Jansxxx xxxll place each such Purchase Order with Sepracor at least three(3) months before the requested tender date. Each such Purchase Order shall ident...
Sample 1
OFFER AND ACCEPTANCE; PRICING. Philips’ and its Affiliates’ purchases of Aspect Products during the first calendar year shall be at the prices set forth in Exhibit A (Aspect Products and Purchase Prices), except as noted in Sections 6.2 and 6.
Sample 1
OFFER AND ACCEPTANCE; PRICING. Aspect shall sell and NK shall purchase the Aspect Products during the calendar year at the prices set forth in Exhibit A (Aspect Products and Purchase Prices), except as noted in 4.1(a). The parties have agreed to initiate at least once a year discussions on market conditions and trends as well as pricing of the Products. Additional pricing programs will be discussed as new NK Patient Monitors are introduced into the Japanese markets; no sooner than one year after the Commencement Date. (a) Additional costs which have been agreed upon in writing (both NRE and incremental unit cost) for customization of the product (mold color, labeling, changes to or customization of the BISx Monitor Cable) will be borne by NK. NK shall be responsible for any charges associated with scrap of inventory due to any subsequent changes made to customized product. (b) For each proposed purchase by NK from Aspect, NK shall present a purchase order to Aspect (a “Purchase Order”). Each Purchase Order shall be deemed an offer to purchase and, unless NK is notified in writing to the contrary within five (5) Business Days after Aspect receives it, such Purchase Order shall be deemed accepted by Aspect. (c) Aspect’s transfer prices shall be EXW (EXWORKS) Norwood, Massachusetts, U.S. A. Starting with the second (2nd) Contract Year, Aspect may change those transfer prices; provided, however that: (i) such change may be made only once a year effective as of the first day of April with the prior written notice to be given by Aspect no later than the last day of December of the preceding year, after consulting with NK; (ii) the annual increase shall be no more than [**] percent ([**]%) or actual cost increases, whichever is greater; and (iii) no price change shall affect Purchase Orders offered by NK and accepted by Aspect prior to the date such price change becomes effective. In the event actual cost increases exceed 5%, Aspect shall provide documentation of actual cost increases to NK.
Sample 1

Related to OFFER AND ACCEPTANCE; PRICING

  • Offer and Acceptance These terms shall constitute a binding contract upon execution by all parties (the “Contract”).

  • Offer and Acceptance of Weekend Overtime (a) The Employer is committed to providing reasonable notice to Employees of an offer / cancellation of weekend overtime. To this end, notice will generally be provided prior to the normal meal break on Thursday. Where the Employer is unable to give such notice the Employer may offer I cancel such overtime by notifying affected Employees before the finish time of ordinary hours on Friday. (b) Overtime will be offered on a work required basis. (c) Employees who accept an offer of weekend overtime will be obliged to attend. However, Employees may find themselves unable to fulfil their commitment to attend site. Such Employees will notify the Employer before the planned finishing time on Friday. (d) An Employee may refuse to work weekend overtime if the requirement to do so is plainly unreasonable having regard to: (i) the hours of work that will be worked by that Employee in the week of the weekend overtime; (ii) the amount of weekend overtime worked by the Employee within the previous six weeks; (iii) the Employee’s family responsibilities; and (iv) any other special circumstances peculiar to the Employee.

  • Form of Offer and Acceptance Offer The Employer, identified in the Acceptance signature block, has solicited offers to enter into a contract for the provision of services as described in Part 1 of the Contract Data. The tenderer, identified in the Offer signature block, has examined the documents listed in the Tender Data and addenda thereto as listed in the Returnable Schedules, and by submitting this Offer has accepted the Conditions of Tender. By the representative of the tenderer, deemed to be duly authorised, signing this part of this Form of Offer and Acceptance the tenderer offers to perform all of the obligations and liabilities of the Consultant under the contract including compliance with all its terms and conditions for an amount to be determined in accordance with the conditions of contract identified in the Contract Data without any guarantee of a quantum of work. This Offer may be accepted by the Employer by signing the Acceptance part of this Form of Offer and Acceptance and returning one copy of this document including the Schedule of Deviations (if any) to the tenderer before the end of the period of validity stated in the Tender Data, or other period as agreed, whereupon the tenderer becomes the party named as the Consultant in the conditions of contract identified in the Contract Data. Name(s) Capacity Name & signature of witness Date By signing this part of this Form of Offer and Acceptance, the Employer identified below accepts the tenderer’s Offer. In consideration thereof, the Employer shall pay the Consultant the amount due in accordance with the conditions of contract identified in the Contract Data. Acceptance of the tenderer’s Offer shall form an agreement between the Employer and the tenderer upon the terms and conditions contained in this agreement and in the contract that is the subject of this agreement. The terms of the contract, are contained in: Part C1 Agreements and Contract Data, (which includes this Form of Offer and Acceptance) Part C2 Pricing Data Part C3 Scope of Work and drawings and documents (or parts thereof), which may be incorporated by reference into the above listed Parts. Deviations from and amendments to the documents listed in the Tender Data and any addenda thereto listed in the Returnable Schedules as well as any changes to the terms of the Offer agreed by the tenderer and the Employer during this process of offer and acceptance, are contained in the Schedule of Deviations attached to and forming part of this Form of Offer and Acceptance. No amendments to or deviations from said documents are valid unless contained in this Schedule. The tenderer shall within two weeks of receiving a completed copy of this agreement, including the Schedule of Deviations (if any), contact the Employer’s agent (whose details are given in the Contract Data) to arrange the delivery of any securities, bonds, guarantees, proof of insurance and any other documentation to be provided in terms of the conditions of contract identified in the Contract Data. Failure to fulfil any of these obligations in accordance with those terms shall constitute a repudiation of this agreement. Notwithstanding anything contained herein, this agreement comes into effect on the date when the tenderer receives one fully completed original copy of this document, including the Schedule of Deviations (if any). Unless the tenderer (now Consultant) within five working days of the date of such receipt notifies the Employer in writing of any reason why he cannot accept the contents of this agreement, this agreement shall constitute a binding contract between the Parties. Name(s) Capacity for the Employer Name & signature of witness Date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • Testing and Acceptance Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.

  • BID ACCEPTANCE PERIOD A bid shall constitute an irrevocable offer for a period of ninety (90) days from the bid opening date or until the date of award. In the event that an award is not made by the County within ninety (90) days from the bid opening date, the Bidder may withdraw their bid or provide a written extension of their bid.

  • Delivery and Acceptance All Software provided hereunder will be delivered electronically. We provide trial licenses of the Software for testing and pre-acceptance before purchase and therefore, delivery is deemed complete and accepted when such Software is made available to you. You are responsible for downloading, installing, registering, or otherwise using the Software.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Acceptance; Purchase Buyer shall accept the goods and pay an amount not-to-exceed

  • Delivery and Acceptance of the Manuscript The Author shall deliver the Contribution to the Editor (or, if requested by the Publisher, to the Publisher) on or before Delivery Date (the “Delivery Date”) electronically in the Publisher's standard requested format or in such other form as may be agreed in writing with the Publisher. The Author shall retain a duplicate copy of the Contribution. The Contribution shall be in a form acceptable to the Publisher (acting reasonably) and in line with the instructions contained in the Publisher’s guidelines as provided to the Author by the Publisher. The Author shall provide at the same time, or earlier if the Publisher reasonably requests, any editorial, publicity or other information (and in such form or format) reasonably required by the Publisher. The Publisher may exercise such additional quality control of the manuscript as it may decide at its sole discretion including through the use of plagiarism checking systems and/or peer review by internal or external reviewers of its choice. If the Publisher decides at its sole discretion that the final manuscript does not conform in quality, content, structure, level or form to the stated requirements of the Publisher, the Publisher shall be entitled to terminate this Agreement in accordance with the provisions of this Clause. The Author must inform the Publisher at the latest on the Delivery Date if the sequence of the naming of any co-authors entering into this Agreement shall be changed. If there are any changes in the authorship (e.g. a co-author joining or leaving), then the Publisher must be notified by the Author in writing immediately and the Parties will amend this Agreement accordingly. The Publisher shall have no obligation to consider publication under this Agreement in the absence of such agreed amendment. If the Author fails to deliver the Contribution in accordance with the provisions of this Clause above by the Delivery Date (or within any extension period given by the Publisher at its sole discretion) or if the Author (or any co-author) dies or becomes incapacitated or otherwise incapable of performing the Author’s obligations under this Agreement, the Publisher shall be entitled to either: (a) elect to continue to perform this Agreement in accordance with its terms and the Publisher may commission an appropriate and competent person (who, in the case of co-authors having entered into this Agreement, may be a co-author) to complete the Contribution; or (b) terminate this Agreement with immediate effect by written notice to the Author or the Author's successors, in which case all rights granted by the Author to the Publisher under this Agreement shall revert to the Author/Author's successors (subject to the provisions of the Clause "Termination"). The Author agrees, at the request of the Publisher, to execute all documents and do all things reasonably required by the Publisher in order to confer to the Publisher all rights intended to be granted under this Agreement. The Author warrants that the Contribution is original except for any excerpts from other works including pre-published illustrations, tables, animations, text quotations, photographs, diagrams, graphs or maps, and whether reproduced from print or electronic or other sources ("Third Party Material") and that any such Third Party Material is in the public domain (or otherwise unprotected by copyright/other rights) or has been included with written permission from or on behalf of the rights holder (and if requested in a form prescribed or approved by the Publisher) at the Author's expense unless otherwise agreed in writing, or is otherwise used in accordance with applicable law. On request from the Publisher, the Author shall in writing indicate the precise sources of these excerpts and their location in the manuscript. The Author shall also retain the written permissions and make them available to the Publisher on request.

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