Other Scenarios Sample Clauses

Other Scenarios a) If a situation arises that is not covered by any of the foregoing three scenarios, the parties will negotiate in good faith for an appropriate economic arrangement based on Base Shares. i) If the parties cannot agree, each party shall prepare a written proposal and accompanying rationale for an appropriate economic arrangement. ii) The parties shall then negotiate in good faith based on their respective proposals. iii) If parties cannot agree within [**] days, then the matter shall be referred for final determination via arbitration pursuant to Clause 19.3(a).
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Other Scenarios. Subject to Section 11, this Section 10 shall not be construed to suggest that a party has no remedy other than under this Section 10 (or does not have any particular remedy) for Losses and diminutions in value which arise from breaches of this Agreement or of the Supply Agreement but which are not incurred as a result of a Claim. Further, Company agrees that if any CyDex Indemnitee incurs any Losses (including without limitation additional legal costs, issues with one’s auditing independent registered public accounting firm or need to change one’s auditing independent registered public accounting firm, shareholder lawsuits, etc.) as a direct result of (subparts (i) through (iii) all being satisfied): (i) the Licensed Product containing the Compound, (ii) cannabis and/or cannabis derived products being illegal under US federal law or any applicable foreign or state law) and (iii) CyDex being a party to and performing this Agreement/the Supply Agreement, then if Company is not otherwise required pursuant to this Agreement/the Supply Agreement to indemnify such CyDex Indemnitee for such Loss, Company and CyDex (and such CyDex Indemnitee, if the CyDex Indemnitee is not CyDex itself) shall negotiate in good faith an agreement for Company to reimburse such CyDex Indemnitee for an equitable portion of such Losses. Notwithstanding anything in this Section 10.5 to the contrary, under no circumstance shall Company’s maximum liability under this Section 10.5 to any and all CyDex Indemnities claiming Losses during the Term, in the aggregate, exceed the lesser of (a) [***] or (b) [***].
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Other Scenarios. Beyond the conventional deployment scenarios described above, there is already increased attention on mobile or nomadic small cell deployments on cars, buses and so on. To that end, 3GPP is already considering this vehicular small cell connectivity or tethering to be one of the potential use cases of 5G vehicle-to-everything (V2X) [3GPP2017b]. In this scenario, the vehicle acts as a mobile small cell that provides network access to both vehicle occupants and pedestrians (see Figure 11). The vehicle provides several advantages (availability of power, higher number of antennas, size etc.) that make it a feasible site for small cells. Therefore, this scenario provides an opportunity for mobile network operators to provide network densification in urban areas (with high levels of slow-moving road traffic) without the usual high upfront costs of conventional fixed small cells. Yet another deployment scenario that is receiving attention in research are drone small cells which are aerial wireless base stations that can be mounted on flying devices such as unmanned aerial vehicles (UAVs) [Mozafarri2017]. These drone small cells enable interesting opportunities to provide 8 xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Small-Cells/Rural/ services to ground users in a variety of scenarios (e.g. disaster zones, unexpected hotspots etc.), but technical challenges, such as, backhauling and power remain an area of further research.
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Other Scenarios. Subject to Section 11, this Section 10 shall not be construed to suggest that a Party has no remedy other than under this Section 10 (or does not have any particular remedy) for Losses and diminutions in value which arise from breaches of this Agreement or of the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Supply Agreement but which are not incurred as a result of a Claim.
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Other Scenarios. Subject to Section 10, this Section 9 shall not be construed to suggest that a Party has no remedy other than under this Section 9 (or does not have any particular remedy) for Losses and diminutions in value which arise from breaches of this Agreement but which are not incurred as a result of a Claim.
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Other Scenarios. ​ a) If a situation arises that is not covered by any of the foregoing three scenarios, the parties will negotiate in good faith for an appropriate economic arrangement based on Base Shares. ​ i) If the parties cannot agree, each party shall prepare a written proposal and accompanying rationale for an appropriate economic arrangement. ​ ii) The parties shall then negotiate in good faith based on their respective proposals. ​ iii) If parties cannot agree within [**] days, then the matter shall be referred for final determination via arbitration pursuant to Clause 19.3(a). ​ ​ ​ ​ ​ Signed for and on behalf of ​ ​ ​ ​ ​ PTC THERAPEUTICS, INC. ​ ​ ​ ​ ​ by its duly authorised representative: ​ ​ ​ Signature: /s/ Xxxxxx X. Xxxxx ​ ​ ​ ​ Name: Xxxxxx X. Xxxxx ​ ​ ​ ​ Title: President & CEO ​ ​ ​ ​ Date: May 26, 2010 ​ ​ ​ ​ ​ ​ ​ Signed for and on behalf of ​ Signed for and on behalf of ​ ​ ​ ​ ​ THE WELLCOME TRUST LIMITED as ​ THE WELLCOME TRUST LIMITED as trustee of the Wellcome Trust ​ trustee of the Wellcome Trust ​ ​ ​ ​ ​ by its duly authorised representative: ​ by its duly authorised representative:
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Related to Other Scenarios

  • Other Users If required by Applicable Laws and Regulations or if the Parties mutually agree, such agreement not to be unreasonably withheld or delayed, to allow one or more Parties to use the Transmission Owner’s Interconnection Facilities, or any part thereof, Interconnection Customer will be entitled to compensation for the capital expenses it incurred in connection with the Interconnection Facilities based upon the pro rata use of the Interconnection Facilities by Transmission Owner, all non-Party users, and Interconnection Customer, in accordance with Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In addition, cost responsibility for ongoing costs, including operation and maintenance costs associated with the Interconnection Facilities, will be allocated between Interconnection Customer and any non-Party users based upon the pro rata use of the Interconnection Facilities by Transmission Owner, all non-Party users, and Interconnection Customer, in accordance with Applicable Laws and Regulations or upon some other mutually agreed upon methodology. If the issue of such compensation or allocation cannot be resolved through such negotiations, it shall be submitted to Dispute Resolution pursuant to Section 12 of the Tariff.

  • Other Methods of Procurement of Consultants’ Services The following table specifies the methods of procurement, other than Quality and Cost-based Selection, which may be used for consultants’ services. The Procurement Plan shall specify the circumstances under which such methods may be used. (a) Quality-based Selection (b) Selection under a Fixed Budget

  • Treatment of Shared Contracts (a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which is a Varex Contract, but the remainder of which is a Parent Asset (any such contract or agreement, a “Shared Contract”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the Varex Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the Varex Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8. (b) Each of Parent and Varex shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law). (c) Nothing in this Section 2.8 shall require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.8.

  • Access Toll Connecting Trunk Group Architecture 9.2.1 If CSTC chooses to subtend a Verizon access Tandem, CSTC’s NPA/NXX must be assigned by CSTC to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG. 9.2.2 CSTC shall establish Access Toll Connecting Trunks pursuant to applicable access Tariffs by which it will provide Switched Exchange Access Services to Interexchange Carriers to enable such Interexchange Carriers to originate and terminate traffic to and from CSTC’s Customers. 9.2.3 The Access Toll Connecting Trunks shall be two-way trunks. Such trunks shall connect the End Office CSTC utilizes to provide Telephone Exchange Service and Switched Exchange Access to its Customers in a given LATA to the access Tandem(s) Verizon utilizes to provide Exchange Access in such LATA. 9.2.4 Access Toll Connecting Trunks shall be used solely for the transmission and routing of Exchange Access to allow CSTC’s Customers to connect to or be connected to the interexchange trunks of any Interexchange Carrier which is connected to a Verizon access Tandem.

  • Particular Methods of Procurement of Consultants’ Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants’ services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Paid Claims without Supporting Documentation Any Paid Claim for which Xxxxxxx cannot produce documentation shall be considered an error and the total reimbursement received by Xxxxxxx for such Paid Claim shall be deemed an Overpayment. Replacement sampling for Paid Claims with missing documentation is not permitted.

  • Outreach Activities a. The Agency shall conduct outreach activities for potential Clients to promote the availability of services. b. Outreach activities shall include, but are not limited to, participation in health fairs, community events, collaboration with other providers, and the posting of flyers for potential Clients. c. The Agency shall have an outreach plan and shall provide evidence of such arrangements to the Recipient upon request.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • Unbundled Channelization (Multiplexing) 5.7.1 To the extent NewPhone is purchasing DS1 or DS3 or STS-1 Dedicated Transport pursuant to this Agreement, Unbundled Channelization (UC) provides the optional multiplexing capability that will allow a DS1 (1.544 Mbps) or DS3 (44.736 Mbps) or STS-1 (51.84 Mbps) Network Elements to be multiplexed or channelized at a BellSouth central office. Channelization can be accomplished through the use of a multiplexer or a digital cross-connect system at the discretion of BellSouth. Once UC has been installed, NewPhone may request channel activation on a channelized facility and BellSouth shall connect the requested facilities via COCIs. The COCI must be compatible with the lower capacity facility and ordered with the lower capacity facility. This service is available as defined in NECA 4. 5.7.2 BellSouth shall make available the following channelization systems and interfaces: 5.7.2.1 DS1 Channelization System: channelizes a DS1 signal into a maximum of twenty- four (24)

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