Recalls or Seizures Sample Clauses

Recalls or Seizures. If any of the Product is the subject of a recall or seizure by any governmental authority or in the event any governmental authority requests or suggests that any of the Products or be recalled or withdrawn, and Arrowhead and Manufacturer agree, or in the event Arrowhead and Manufacturer shall deem that such a recall is necessary or advisable because the applicable Product does not comply with the governmental law or regulations at issue, Arrowhead will be solely responsible for executing such recall or taking all legal measures to release the Product from seizure or impoundment, and the expense of such actions shall be allocated between the parties as set forth below. If the recall or seizure is attributable a failure of the Specifications to comply with applicable law, Arrowhead shall bear the entire cost and expense of remedial measures to comply with such applicable law. If the recall or seizure is attributable to a failure of Manufacturer to comply with applicable law regarding export or other customs regulations, or with respect to the conditions of manufacture or the employment of persons engaged therein, or with other applicable law including, without limitation, the payment of taxes (collectively "Legal Failure"), Manufacturer shall indemnify Arrowhead for all direct costs and expense of the recall or seizure including, without limitation:
Sample 1Sample 2
AutoNDA by SimpleDocs
Recalls or Seizures. If any of the Product is the subject of a seizure by any governmental agency or in the event any governmental agency requests or suggests that any of the Products be recalled or withdrawn and GRC and Manufacturer agree, or in the event GRC and Manufacturer shall deem that such a recall is necessary or advisable, in each case as a result of a Product failing to comply with the Product Specifications, Applicable Laws (unless such violation of Applicable Laws is caused by the Specifications) or any other provision of this Agreement, GRC will be solely responsible for executing such recall at Manufacturer's expense. Without limiting the generality of the foregoing, Manufacturer shall indemnify and reimburse GRC for the following:
Sample 1Sample 2
Recalls or Seizures. Alkermes shall be responsible for undertaking any Recall of any Product or Finished Product and the Parties shall consult with one another with respect to any proposed Recall; provided, however, that a Recall shall be undertaken in the event that either Party believes a Recall is necessary or prudent. Each Party shall also immediately notify the other Party of any Seizure of any Product or Finished Product. Alkermes shall meet all regulatory requirements related to any such Recall or Seizure. Alkermes shall use Commercially Reasonable Manufacturing Efforts to supply a quantity of Finished Products sufficient to enable Cephalon to replace all Finished Products subject to the Recall or Seizure. Such replacement Finished Products shall be delivered as soon as reasonably possible. If the Product or Finished Product defect causing the Recall or Seizure results primarily from a breach of Alkermes' Manufacture and supply obligations hereunder, including the storage or distribution of the Product or Finished Product by Alkermes prior to shipment, then the * CONFIDENTIAL TREATMENT REQUESTED cost and expenses of such Recall or Seizure, including the cost of replacement Finished Products, shall be paid by Alkermes. If the Product or Finished Product defect causing the Recall or Seizure results primarily from Cephalon's acts or omissions, including the storage or distribution of the Product or Finished Product after shipment, then the costs and expenses of such Recall or Seizure, including the cost of replacement Finished Products, shall be paid by Cephalon. If the Product or Finished Product defect causing the Recall or Seizure does not result primarily from the acts or omissions of either Party or such cause cannot be determined with reasonable certainty, then the costs and expenses of such Recall or Seizure, including the cost of replacement Finished Products, shall be Shared Expenses. Recalls or Seizures shall otherwise be conducted in accordance with the provisions of the Quality Agreement.
Sample 1

Related to Recalls or Seizures

  • Seizures Any portion of the Collateral shall be seized or taken by a Governmental Body, or any Borrower or the title and rights of any Borrower or any Original Owner which is the owner of any material portion of the Collateral shall have become the subject matter of claim, litigation, suit or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

  • Recall Notwithstanding anything to the contrary contained in this Agreement (including without limitation Section 2.1.4), in the event of a material defect in a Software Title and/or any Finished Product Units, which defect in the reasonable judgement of Microsoft would significantly impair the ability of an end user to play such Software Title or Finished Product Unit, Microsoft may require Licensee to recall Finished Product Units and undertake prompt repair or replacement of such Software Title and/or Finished Product Units.

  • Recalls If (i) any governmental or regulatory authority issues a directive, order or, following the issuance of a safety warning or alert about a Product, a written request that any Product be Recalled, (ii) a court of competent jurisdiction orders a Recall, or (iii) Client determines that any Product should be Recalled or that a “Dear Doctor” letter is required relating the restrictions on the use of any Product, Patheon will co-operate as reasonably required by Client, having regard to all applicable laws and regulations.

  • Seizure all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or

  • Product Recalls The Company is not aware of any pattern or series of claims against the Company or any of its subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by the Company or any of its subsidiaries, regardless of whether such product recall is formal, informal, voluntary or involuntary.

  • Interruption of Use Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord's reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

  • Delays If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out Instructions to transfer cash which are not due to the Custodian's own negligence or willful misconduct.

  • Product The term “

  • Manufacture (a) Manufacturer shall only manufacture the specific number of Products as requested by Company and at no time shall manufacture excess goods or overruns. Manufacturer shall not sell any Products bearing the Trademarks to any third parties without the express written consent of Company.

  • Unauthorized Use If either Party becomes aware or has knowledge of any unauthorized use or disclosure of the other Party’s Confidential Information, it shall promptly notify the disclosing Party of such unauthorized use or disclosure.

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