Orders; Fulfillment Sample Clauses

Orders; Fulfillment. During the Term (as defined in Section 8 below), S2C shall place orders for Products with Biomatrix on a standard purchase order that shall solely state the quantity of Products desired, the purchase price therefore, the delivery dates requested, and the shipment address. Biomatrix shall respond in writing to all purchase orders that may be submitted by S2C to Biomatrix confirming such order within five business days. Biomatrix agrees to accept any order placed by S2C on such standard purchase order and in accordance with the terms of this Agreement. All orders shall be shipped DDP to such address or addresses as may be specified by S2C in the applicable purchase order. Shipping is FOB Sedona, Arizona.
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Orders; Fulfillment. During the Term (as defined in Section 8 below), BIOMATRIX shall place orders for Products with PGen on a standard purchase order that shall solely state the quantity of Products desired, the purchase price therefore, the delivery dates requested, and the shipment address. PGen shall respond in writing to all purchase orders that may be submitted by BIOMATRIX to PGen confirming such order within five working days. PGen agrees to accept any order placed by BIOMATRIX on such standard purchase order and in accordance with the terms of this Agreement. All orders shall be shipped DDP to such address or addresses as may be specified by BIOMATRIX in the applicable purchase order.
Sample 1
Orders; Fulfillment. During the Term (as defined in Section 8 below), S2C shall place orders for Products with PGen on a standard purchase order that shall solely state the quantity of Products desired, the purchase price therefore, the delivery dates requested, and the shipment address. PGen shall respond in writing to all purchase orders that may be submitted by S2C to PGen confirming such order within five working days. PGen agrees to accept any order placed by S2C on such standard purchase order and in accordance with the terms of this Agreement. All orders shall be shipped DDP to such address or addresses as may be specified by S2C in the applicable purchase order.
Sample 1
Orders; Fulfillment. For each sale of a Product, Partner must place an order for such sale with Sage using the then-current placement method (i.e., by telephone or e-mail). Sage shall have no obligation to fulfill any Partner sales until Sage has determined that Partner is the appropriate reseller of record for such sale and is in compliance with the eligibility requirements set forth in section 3.7 (Eligibility), below. Once accepted by Sage, Partner shall fulfill all of its obligations under contracts with each applicable Customer in a timely manner.
Sample 1
Orders; Fulfillment. Each order solicited by Orthofix shall be subject to acceptance in accordance with the MTF’s customary order acceptance procedures with respect to the Matrix, which as currently in effect are set forth in Exhibit A attached hereto and incorporated herein by reference and are subject to change from time to time by MTF; it being acknowledged and agreed that MTF may reject any order in the event of reasonable concerns regarding the creditworthiness of the proposed Customer and the ability of the proposed Customer to pay the Service Fee related to such order. Any and all orders subject to MTF’s standard terms and conditions, including, without limitation, its standard warranty, with respect to the Matrix. MTF will use Reasonable Commercial Efforts to supply and deliver the Matrix in accordance with Section 2.1(b) on the delivery dates specified in such Authorized Order, subject to a minimum lead-time of 45 days to fill such Authorized Order assuming donor availability, unless otherwise mutually agreed in writing by MTF and such Customer. MTF will use good faith efforts to meet any request of Customers for delivery of Matrix in inventory in less than 7 days, and further, MTF will attempt to accommodate any changes requested by any Customer in delivery schedules for the Matrix following MTF’s receipt of Authorized Orders from such Customer. MTF will provide to Orthofix copies of any Authorized Orders sent directly to MTF by Customers, promptly after the receipt thereof by MTF. MTF will not be entitled to accept any orders for the Matrix other than Authorized Orders. [*] Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Sample 1

Related to Orders; Fulfillment

  • Fulfillment (a) Subject to the foregoing provisions of this Article 6, Triangle’s [BUKWANG REDACTED] obligations set forth in this Article 6 shall be deemed to have been satisfied if Triangle: (i) files what it reasonably believes to be a complete NDA for a Licensed Product for HBV with the FDA within [BUKWANG REDACTED] after the Effective Date; provided, however, said [BUKWANG REDACTED] period shall be subject to up to [BUKWANG REDACTED] extensions of [BUKWANG REDACTED], at Triangle’s election, by payment to Bukwang of a sum of [BUKWANG REDACTED] for each [BUKWANG REDACTED] extensions and [BUKWANG REDACTED] for each [BUKWANG REDACTED] extensions; and (ii) commercially introduces, or causes its Affiliates or sublicensees to commercially introduce, such Licensed Product in the United States within [BUKWANG REDACTED] after FDA Registration of such Licensed Product, if otherwise commercially feasible. (b) Triangle agrees to use its [BUKWANG REDACTED] to give Bukwang at least ten (10) days’ notice prior to the exercise of any extension pursuant to Subsection 6.2(a). Extension payments under Subsection 6.2(a) shall be made within the first ten (10) days of each such extension period. Notwithstanding any provision of Subsection 6.2(a) to the contrary: (i) in the event that Triangle is unable to obtain Bulk Drug Substance of a quality and in such quantities reasonably necessary to perform the toxicity studies referred in Section 6.1 within [BUKWANG REDACTED] after the Effective Date, the [BUKWANG REDACTED] period referred to in Subsection 6.2(a) shall be adjusted by that period in excess of such [BUKWANG REDACTED] period that expires before Triangle obtains such Bulk Drug Substance; provided, however, that the period of the extension prescribed in this clause (i) of this Subsection 6.2(b) shall, in no event, exceed [BUKWANG REDACTED]; and (ii) such [BUKWANG REDACTED] period shall also be adjusted appropriately (x) to account for any delay by Bukwang in the transfer of Bukwang Know-How beyond the period specified in Section 10.1 and (y) in the event the FDA requires that toxicity studies other than those described in Section 6.1 be performed prior to the commencement of clinical trials in the U.S.

  • Conditions to Buyer’s Obligations The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:

  • Conditions to Buyer’s Obligation The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Conditions to the Buyer’s Obligations The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • CONDITIONS TO CONSUMMATION SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

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