Replacement of API Sample Clauses
The Replacement of API clause defines the conditions and procedures under which an existing Application Programming Interface (API) may be substituted with a new or updated version. Typically, this clause outlines the requirements for notifying affected parties, ensuring compatibility, and providing sufficient transition periods to minimize disruption. Its core practical function is to facilitate technological updates or improvements while maintaining continuity and minimizing operational risks for users who rely on the API.
Replacement of API. If, due to any negligent act or omission or willful misconduct on Hospira’s part in the examination of APIs supplied by Omeros, Product Processed hereunder fails to conform with the Product Specifications, Hospira’s sole liability in such case shall be limited to replacement of non-conforming Product, at no additional cost to Omeros, with conforming Product using APIs that Hospira shall purchase from Omeros at [†]. If APIs are lost or destroyed in connection with the Processing of Product by Hospira, Hospira’s sole liability in such case, [†], shall be limited to replacement of such APIs with APIs that Hospira shall purchase from Omeros at [†].
Replacement of API. API accepted by CAMBREX as not meeting the applicable requirements and/or the Specifications, or which is determined by the Laboratory not to meet such requirements and/or the Specifications, shall be returned by RAPTOR to CAMBREX, or disposed of, as directed by CAMBREX and at CAMBREX’s expense. CAMBREX shall replace all such rejected API within the shortest possible time, but in any event, within [*****] after its receipt of notice of such rejection (or, if applicable, the Laboratory’s determination that such API was non-conforming), [*****]. Without limiting any other provision in this Agreement, RAPTOR may withhold payment for such shipment or the portion thereof that has been rejected by RAPTOR pursuant to this Section 4.3. The warranties given by CAMBREX in Section 9.2 below shall survive any failure to reject by RAPTOR under this Section 4.3.
Replacement of API. API accepted by BACHEM as not meeting the applicable requirements or the Specifications, or which is determined by the Laboratory not to meet such requirements or the Specifications, shall be returned by XERIS to BACHEM, or disposed of, as directed by BACHEM, at BACHEM’s expense. BACHEM shall replace all such rejected API within the shortest possible time, but in any event, within a reasonable timeframe, as agreed to by the Parties, after its receipt of notice of such rejection (or, if applicable, the Laboratory’s determination that such API was non-conforming). Without limiting any other provision in this Agreement, XERIS may withhold payment for such shipment or the portion thereof that has been rejected by XERIS, or, if Parties cannot agree on a suitable timeframe to replace such rejected API, XERIS shall be entitled to a full refund of prior payments for such shipment or the portion thereof that has been rejected by XERIS, pursuant to this Section 4.3. The warranties given by BACHEM in Section 9.2 below shall survive any failure to reject by XERIS under this Section 4.3.
Replacement of API. API accepted by BACHEM as not meeting the applicable requirements or the Specifications, or which is determined by the Laboratory not to meet such requirements or the Specifications, shall be returned by XERIS to BACHEM, or [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED disposed of, as directed by BACHEM, at BACHEM’s expense. BACHEM shall replace all such rejected API within the shortest possible time, but in any event, within a reasonable timeframe, as agreed to by the Parties, after its receipt of notice of such rejection (or, if applicable, the Laboratory’s determination that such API was non-conforming). Without limiting any other provision in this Agreement, XERIS may withhold payment for such shipment or the portion thereof that has been rejected by XERIS, or, if Parties cannot agree on a suitable timeframe to replace such rejected API, XERIS shall be entitled to a full refund of prior payments for such shipment or the portion thereof that has been rejected by XERIS, pursuant to this Section 4.3. The warranties given by BACHEM in Section 9.2 below shall survive any failure to reject by XERIS under this Section 4.3.
Replacement of API. API not meeting the applicable Specifications shall be returned by Supernus or its designee to Bachem, or disposed of, as directed by Bachem, at Bachem’s expense. Bachem shall replace all such rejected API within the shortest possible time, but in any event, within a reasonable timeframe, as agreed to by both Parties. Without limiting any other provision in this Agreement, if Parties cannot agree on a suitable timeframe to replace such rejected API, Supernus may [**] or shall be entitled to a [**] for such shipment or the portion thereof that has been rejected by Supernus, pursuant to this Section 4.2. The warranties given by Bachem in Section 9.2 below shall survive any failure to reject by Supernus under this Section 4.2.