OTHER BUSINESS MATTERS. Section 16.1. Reporting Obligations 35 Section 16.2. Supplier of Choice 35 Section 16.3. Right of First Refusal for T-SPOT Research Products 36 Section 16.4. Accessory Devices 36 ARTICLE 17 DISPUTE RESOLUTION Section 17.1. Initiation of Process. 36 Section 17.2. Referral to Executive Officers. 37 Section 17.3. Decision Binding. 37 Section 17.4. Submission to Arbitration 37 Section 17.5. Place of Arbitration. 37 Section 17.6. Acceptance and Implementation. 37 Section 17.7. Legal Proceedings. 37 Section 17.8. Exclusions. 38 Section 17.9. Continued Performance. 38 ARTICLE 18 MISCELLANEOUS Section 18.1. Announcements. 38 Section 18.2. Survival. 38 Section 18.3. Conflicting Agreements. 38 Section 18.4. Waiver. 39 Section 18.5. Entire Agreement. 39 Section 18.6. No Duplication or Replacement of Product. 39 Section 18.7. Notice. 39 Section 18.8. Assignment and Merger. 40 Section 18.9. Severability. 41 Section 18.10. No Other IP Rights. 41 Section 18.11. Time of the Essence. 41 Section 18.12. Legal Relationship. 41 Section 18.13. Execution in Counterparts. 42 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT THIS AGREEMENT dated as of 31st January, 2008 between OXFORD IMMUNOTEC LTD., a corporation incorporated under the laws of the United Kingdom having its principal place of business in Abingdon, Oxfordshire, United Kingdom (“Oxford”) and STEMCELL TECHNOLOGIES, INC., a corporation incorporated under the laws of British Columbia and Canada having its principal place of business in Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (“StemCell”).
OTHER BUSINESS MATTERS. During the 12 months ended on the date of this Agreement there has been no substantial change in the basis or terms on which any person is prepared to do business with the Company (apart from normal price changes), and no substantial customer or supplier of the Company has ceased or substantially reduced its business with the Company, and no indication has been received by the Company or the Seller that there will or may be any such change, cessation or reduction.
OTHER BUSINESS MATTERS. 3.1 During the 12 months ending on the date of this Agreement there has been no material change in the basis or terms on which any substantial supplier of any Group Company (providing five per cent. or more of a Group Company’s supplies in any accounting year) does business with any Group Company (apart from normal price changes), and no such supplier has ceased or substantially reduced its business with any Group Company, and so far as the Seller is aware, no indication has been received by any Group Company or the Seller that there will be any such material change, cessation or reduction.
OTHER BUSINESS MATTERS. 16.1. During the 12 months ending on the date of this Agreement there has been no known substantial change in the basis or terms on which any person is prepared to do business with each Group Member (apart from normal price changes), and no substantial customer or supplier of each Group Member (providing 5% or more of each Group Member's supplies or turnover in any accounting year) has ceased or substantially reduced its business with each Group Member, and no indication has been received by any Group Member or the Vendor that there will or may be any such change, cessation or reduction.
OTHER BUSINESS MATTERS. 11.1 There is attached to the Disclosure Letter a true, complete, accurate and up-to-date copy of the terms and conditions upon which the Businesses currently (and in the last twelve months) buy, sell and supply goods and services and otherwise trade; such terms and conditions apply to and govern all contracts and arrangements of purchase, sale and supply to which the Sellers are or have offered to become party in relation to the Businesses.
OTHER BUSINESS MATTERS. 30.1 So far as the Managers are aware, during the 12 months ending on the date of this Agreement, no substantial customer or supplier of any member of the Target Group (providing 5% or more of the Target Group’s (taken as a whole) supplies or turnover in the Target Group’s last financial year) has ceased or substantially reduced its business or materially changed its terms of business with any member of the Target Group, and no formal written notice has been received by any member of the Target Group or any of the Managers that there will be any such change, cessation or reduction. The Managers are not aware that any cessation or substantial reduction in trade or change in terms of dealing with such customer or supplier as described above is reasonably likely after Completion.
OTHER BUSINESS MATTERS. 17.1 During the last 12 months there has been no substantial change in the basis or terms on which any person is prepared to do business with the Company (apart from normal price changes), and no substantial customer or supplier of the Company has ceased or substantially reduced its business with the Company, and no indication has been received by the Company or any of the Vendors that there will or may be any such change, cessation or reduction
OTHER BUSINESS MATTERS. 38.1 During the 12 months ending on the date of this Agreement there has been no known substantial change in the basis or terms on which any person is prepared to do business with the Company (apart from normal price changes), and no substantial customer or supplier of the Company (providing 5% or more of the Company's supplies or turnover in any accounting year) has ceased or substantially reduced its business with the Company, and no indication has been received by the Company or the Vendor that there will or may be any such change, cessation or reduction.
OTHER BUSINESS MATTERS. In all matters other than the election of directors which might come before the shareholders of JLH either in the ordinary course of the operation of JLH or in any special circumstance, the parties shall each vote the shares owned by them in such a manner as Conaxx xxx Robexxxx xxxll mutually agree. In the event Conaxx xxx Robexxxx xxx unable to reach a mutually satisfactory agreement on the manner in which the shares will be voted at any such meeting, then the issue shall be submitted to a special meeting of the Board of Directors of JLH, who will mediate the disagreement toward a mutually acceptable resolution. In the event the Board of Directors fail to mediate the conflict to the reasonable satisfaction of Conaxx xxx Robexxxx xx the meeting called for that purpose, then Conaxx xxx Robexxxx xxxll each immediately appoint a disinterested third party to serve as their representative, which individuals shall in turn appoint a third individual, the three of whom will arbitrate the conflict, the majority decision of whom will control. The arbitrators shall, within ten (10) days after the submission of all evidentiary materials, submit their written decision on each disputed item to Conaxx xxx Robexxxx. Xxy determination by the arbitrators with respect to any disputed item shall be final and binding on Conaxx xxx Robexxxx.
OTHER BUSINESS MATTERS. 17.1 During the 12 months ending on the date of this Agreement there has been no substantial change in the basis or terms on which any Restricted Customer or material Supplier is prepared to do business with the Group (apart from normal price changes), and no Restricted Customer or material Supplier has ceased or substantially reduced its business with the Group, and so far as the Seller is aware no indication has been received by any Group Member that there will or may be any such change, cessation or reduction.
