Recall or Seizure Sample Clauses

Recall or Seizure. 5.12 In the event Alpex or Citius believes that a Recall may be necessary and/or appropriate, prior to taking any action such party shall immediately notify the other, and Alpex and Citius shall cooperate and cause their respective Affiliates to cooperate with each other in determining the necessity and nature of the action to be taken.
Sample 1Sample 2
AutoNDA by SimpleDocs
Recall or Seizure. (a) Company shall have sole control over all decisions with respect to any recall, market withdrawals, or any other corrective action related to the Finished Product. In the event Alpex or Company believes that a recall may be necessary and/or appropriate, prior to taking any action such party shall immediately notify the other, and Alpex and Company shall cooperate and cause their respective Affiliates to cooperate with each other in determining the necessity and nature of the action to be taken.
Sample 1Sample 2
Recall or Seizure. (a) In the event of any recall or seizure of any Cheminor Dosage Form Product, or any Schein Finished Dosage Product with Cheminor Bulk Substance arising out of, relating to, or occurring as a result of, any act or omission by Cheminor, Cheminor shall, at the election of Schein, either (i) replace the amount of such Finished Dosage Form Product recalled or seized; or (ii) give credit to Schein against outstanding receivables due from Schein in an amount equal to the amount paid by Schein for such Finished Dosage Form Product so recalled or seized or otherwise owing by Schein hereunder; plus reimburse (or at the election of Schein, credit) Schein for the Commercial Expenses allocated thereto (in the same proportion as such quantity of recalled or seized Finished Dosage Form Product bears to the total quantity of such Finished Dosage Form Product sold during such fiscal year), and all transportation costs, export or import duties, if any, taxes, insurance and handling costs incurred by Schein in respect of such recalled or seized Finished Dosage Form Product.
Sample 1
Recall or Seizure. (a) Dance shall have sole control over all decisions with respect to any recall, market withdrawals, or any other corrective action related to the Finished Product. In the event Rechon or Dance believes that a recall may be necessary and/or appropriate, prior to taking any action such party shall immediately notify the other, and Rechon and Dance shall cooperate and cause their respective Affiliates to cooperate with each other in determining the necessity and nature of the action to be taken.
Sample 1
Recall or Seizure. 16.01 Each party shall keep the other parties fully informed of any notification or other information relating to the manufacture, use or sale of PRODUCT or Finished Dosage that it receives or learns of, whether received directly or indirectly, which such party believes will probably result in the “recall” or “seizure” of PRODUCT or of Finished Dosage.
Sample 1

Related to Recall or Seizure

  • Lender’s Rights to Sell or Securitize Borrower acknowledges that Lender, and each successor to Lender’s interest, may (without prior Notice to Borrower or Borrower’s prior consent), sell or grant participations in the Loan (or any part of the Loan), sell or subcontract the servicing rights related to the Loan, securitize the Loan or place the Loan in a trust. Borrower agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including taking the following actions:

  • Direction to Sell or Liquidate Except under Section 5.6(c), a direction to the Indenture Trustee to sell or liquidate the Collateral must have been made by the Noteholders of 100% of the Note Balance of the Controlling Class.

  • Merger, Consolidation or Sale of All or Substantially All Assets (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

  • Withdrawal or Substitution of Collateral Pledgor shall not sell, ---------------------------------------- withdraw, pledge, substitute or otherwise dispose of all or any part of the Collateral without the prior written consent of Pledgee.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • No Collateral or Setoff Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations in respect of this Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations in respect of this Transaction, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff.

  • Reclassification, Exchange or Substitution Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Articles of Incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

  • Agent may assume receipt Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

  • Consolidation The arbitrators may consolidate any Agreement Disputes under this Agreement if the subject of the Agreement Disputes thereunder arise out of or relate essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!